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Covington’s tax group advises our multinational clients on their most significant and challenging tax issues. Most members of our group have extensive government experience, including several who have held senior positions at the U.S. Department of Treasury, the Internal Revenue Service, and the U.S. Senate. This experience, combined with our focus and creativity, enable us to develop bespoke solutions for sustained tax minimization in an increasingly regulated world. And, when our clients find themselves in a dispute with the tax authorities, we secure favorable results by efficiently resolving matters as early in the administrative process as possible, and before they are made public. Of course, when unable to achieve a desired outcome in this manner, we litigate.
Our team has experience across all tax disciplines, regularly working on bespoke issues with some of the largest multinational corporations, global financial institutions, sovereign wealth funds, sports teams and leagues, and foreign governments. We work closely with our clients on matters including structural tax planning for global businesses; transactional tax planning for mergers, acquisitions, dispositions, and restructurings; government representation before the IRS, Treasury, and Congress; resolving domestic and international tax controversies in the Exam, Appeals, litigation, and treaty processes; and the development, documentation, and defense of transfer pricing policies.
Our senior lawyers include:
- Sean Akins is lead tax counsel in a number of pending Tax Court cases, including the Boston Bruins’ case, and is a co-author of Kafka, Cavanagh & Akins, Litigation of Federal Civil Tax Controversies, Second Edition (2015).
- Kurt Baca advises clients on a variety of sophisticated financing transactions, both public and private, and structured transactions involving financial products for dealers, traders, and others.
- Howard Berger is a former Senior Adviser to the Director of Transfer Pricing Operations and Special Counsel to the Assistant Chief Counsel (International) at the IRS.
- Michael Caballero is a former U.S. International Tax Counsel, U.S. Treasury Office of Tax Policy, where he was responsible for some of the most important legislative, treaty-based, and regulatory projects affecting multinational corporations and financial institutions.
- Michael Chittenden advises clients on the Foreign Account Tax Compliance Act (FATCA), information reporting and withholding, payroll taxes, and fringe benefits.
- Rob Culbertson is a former IRS Associate Chief Counsel (International). He also served on the Joint Committee on Taxation during the Tax Reform Act of 1986 and participated in the development of key U.S. international tax rules, including those regarding subpart F, the foreign tax credit, and transfer pricing.
- Guy Dingley leads our London-based tax practice, with a particular emphasis on corporate taxation and VAT, taxation of investment funds, global mobility, and the establishment of incentive arrangements and employee benefits.
- Marianna Dyson, a former Senior Attorney in the Office of IRS Associate Chief Counsel, is among the leading U.S. lawyers for payroll tax, fringe benefits, and information reporting issues.
- Caitlyn Jacobs advises clients on a variety of domestic and international tax issues, with a particular focus on controversy matters, including at IRS Appeals and in the IRS's Advance Pricing and Mutual Agreement (APMA) program.
- Lee Kelley, a former Deputy Tax Legislative Counsel at the U.S. Treasury Deputy Associate Chief Counsel (Corporate) at the IRS, led legislative and regulatory projects, including guidance that implemented codification of the economic substance doctrine. At Covington she advises clients on corporate and partnership transactions and restructurings.
- Susan Leahy leads our tax-exempt organizations practice, focusing on formation, internal policies, and governance, and practices of exempt organizations, including political activity compliance.
- A former member of the IRS Information Reporting Program Advisory Committee (IRPAC), Michael Lloyd focuses on information reporting, withholding, and penalties issues, FATCA, and a range of other federal and state tax issues.
- Chair of the tax group, Dan Luchsinger is a leading adviser on partnership tax, international tax, and related subjects.
- Sam Maruca, former IRS Director of Transfer Pricing Operations, had oversight during his government service of transfer pricing compliance nationally and double tax cases arising under U.S. tax treaties. He was also deeply involved in the OECD’s base erosion and profit shifting (BEPS) initiative. He advises clients on both controversy and planning matters involving transfer pricing issues.
- Ed McClellan leads the firm's tax legislative and regulatory advocacy practice. He previously served as Tax Counsel for the U.S. Senate Finance Committee and as a Senior Policy and Technical Advisor to two Chairmen of the committee.
- Ansgar Simon leads our transactional tax practice. He is a member of the Executive Committee of the Tax Section and Co-Chair of the Committee on Cross-Border M&A of the New York State Bar Association, and a Fellow in the American College of Tax Counsel.
- Lead of the firm’s sports tax practice, Jeremy Spector is outside tax counsel to the National Football League, Major League Baseball, the National Basketball Association, the National Hockey League, and Major League Soccer.
- Foreign tax credit adviser Dirk Suringa previously served in the Treasury Department’s Office of International Tax Counsel and is the Vice President—Finance for the U.S. Branch of the International Fiscal Association.
- Jeffrey White focuses primarily on advising sports leagues and teams on their state and local tax obligations and representing them in disputes with state revenue authorities.
Our lawyers have in-depth expertise in international tax planning for both U.S. and non-U.S. based companies. We develop tailored, tax-efficient structures that help meet our clients’ goals and that can be integrated in their current business operations. To address tax issues involving multiple jurisdictions, we rely on our own experience, and on our network of correspondent firms (including top tax advisory firms in each country) or on our clients’ regular foreign advisors.
Covington’s tax controversy experience includes very large case audits; advance pricing agreements, private letter rulings, and competent authority proceedings; fast track settlements, administrative appeals, and post-IRS appeals mediation; Administrative Procedure Act challenges; and U.S. Tax Court and other litigation involving a broad array of subject matter areas. We understand that efficient resolution of tax controversies requires creativity and a complete understanding of the impact of the controversy and potential resolutions on our clients and their operations.
Working from our Washington, New York, and London offices, our tax lawyers play an integral part in the firm’s M&A and corporate transactions practice and regularly counsel clients on major corporate and partnership transactions. Our expertise includes advising clients on various acquisition structures in public and private mergers and acquisitions, spin-offs and distributions, tax-efficient capitalization of new and existing subsidiaries, and joint venture and fund formation.
Through our practice in the taxation of financial products and investment funds, we regularly advise a diverse group of clients on tax issues raised by new financial transactions and products, including credit derivatives, structured debt, and hedging strategies.
Members of Covington’s tax legislative and regulatory advocacy group regularly represent clients before the U.S. Treasury Department, the IRS, and Congress. Members of our group have extensive and high-level government experience in the legislative, executive, and judicial branches of the federal government, and bring unparalleled understanding of the policy-making process.
Represented Weyerhaeuser Company on $2.7 billion distribution and merger
Advised Weyerhaeuser Company on the U.S. tax aspects of its $2.7 billion distribution of its home building business and merger of that business with Tri Point. Provided all U.S. tax advice including structuring, negotiating and drafting agreements and disclosures.
Tax Court Victory re: Expense Deduction Matter on Behalf of National Sports Team
Successfully litigated a matter before the Tax Court involving the taxable nature and deductibility of meal expenses on behalf of the Boston Bruins. The decision has implications for most national sports teams as well as other employers who provide meals to employees as a de minimis fringe benefit. Jacobs v. Commissioner, Tax Court Docket No. 019009-15.
Secured a “No Change” Letter After a $1.1B Economic Substance Challenge
Secured a “no change” letter from the IRS Examination division after its challenge to the economic substance of a taxpayer’s $1.1 billion financing program.
Spin-Off of Hanesbrands Inc.
Represented Hanesbrands Inc. in its $2.4 billion spin-off from Sara Lee, Inc. and listing on the NYSE.
Tax Court Victory Following Trial in Matter Involving over $350 million of Adjustments
Obtained a complete taxpayer victory following a trial in the Tax Court involving adjustments of over $350 million relating to homebuilder’s use of the completed contract method of accounting. The case represented, by dollar value, the largest taxpayer victory in the Tax Court in 2014. Currently represent taxpayer before the Ninth Circuit Court of Appeals in connection with the Government’s appeal of the case. Shea Homes v. Commissioner, 142 T.C. No. 3 (2014).
IRS Disputes with Sports Clubs and Affiliated Cable Network
Negotiated highly favorable settlements with the IRS in the representation of a professional sports club in a $275 million dispute regarding stadium financing, player contracts, and broadcast agreements, and of a different club in a $300 million dispute regarding the club’s affiliated cable network.
501(c)(6) association advice
Advise a Canadian quasi-governmental entity in connection with its request for tax-exemption as a 501(c)(6) association.
Persuaded IRS Appeals to Reverse Proposed Adjustments of More Than $250 million
On behalf of a national healthcare company, persuaded IRS Appeals Division to reverse, in their entirety, over $275 million of proposed adjustments related to the company’s income accruals. Following resolution, IRS Examination Division agreed to no longer raise the issue and to skip auditing the taxpayer for at least a year.
Persuaded the IRS Examination Division to Close Out Transfer Pricing Audit With No Adjustment
Persuaded the IRS Examination Division to close out with no transfer pricing adjustment an audit involving a novel transfer pricing methodology and intercompany transactions in excess of $1.5 billion and to skip auditing the company for the next two years. The issues under audit were considered by a senior team of three government economists and nearly a dozen agents.
Advice to U.S.-based fundraising arm
Advised a prominent economic institute with respect to possible structures for a U.S.-based fundraising arm to raise support for a proposed global institute for governance.
Advise a U.S. foundation
Advised a U.S. foundation that will promote traveling art tours through South America.
Advise on a joint venture between U.S. educational organization and a for-profit telecommunications giant
Advised on a joint venture between a U.S. educational organization and a for-profit telecommunications giant to produce a new cable television station dedicated to educational programming for children.
Advised on Complex Bond Exchange
Provided tax and commercial advice relating to the structuring and execution of a complex bond exchange in connection with the wind-down of a business to optimize tier 1 capital. Provided follow-on advice relating to potential audit and transactions to maximize regulatory benefit of deferred tax assets.
Advised on the Restructuring of a Foreign Currency Hedging Program
Provided tax and commercial advice on the restructuring of a foreign currency hedging program to optimize the ability of client to utilize economic losses efficiently. Provide follow-on advice to prepare for potential audit and transactions to maximize regulatory benefit of deferred tax assets.
Advised one of the Largest Mutual Fund Families in the U.S.
Advised one of the largest mutual fund families in the U.S. on financial products issues affecting their funds and investors in their funds. In the past year we have advised on numerous specific products in which the funds have invested and on structuring issues related to a new type of actively managed exchange-traded fund.
AstraZeneca in $1.26 Billion Acquisition of Ardea Biosciences
Representation of AstraZeneca in its $1.26 billion acquisition of Ardea Biosciences. Under the agreement, AstraZeneca will pay $32 per share for all of the outstanding shares of Ardea. AstraZeneca is a global, innovation-driven biopharmaceutical business with a primary focus on the discovery, development and commercialization of prescription medicines for gastrointestinal, cardiovascular, neuroscience, respiratory and inflammation, oncology and infectious disease. Ardea is a biotechnology company based in San Diego, California, focused on the development of small-molecule therapeutics for the treatment of serious diseases.
BBVA in Acquisition of Simple
Representation of Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The $117 million acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco González, Chairman and CEO of BBVA, Simple will reinforce BBVA’s “global digital transformation while BBVA will provide the means to help Simple maximize its outstanding growth potential.”
Compliance Program for Multinational Manufacturer
Developed a compliance program for a multinational manufacturer for registration and reporting under the U.S. Foreign Account Tax Compliance Act, including classification and analysis of its internal treasury and cash pooling functions and its consumer lending business, as well as integrating advice from foreign advisors into compliance program.
Complicated Inbound Transaction
Represented U.S. multinational corporation in a complicated inbound transaction where a foreign holding company “domesticated” by coming onshore and converting to a U.S. corporation. Critical elements in the transaction included (1) repatriation, and (2) preservation of and receiving credit for certain U.S. tax attributes arising from the group’s foreign operations, and (3) overall entity simplification in a tax efficient manner. U.S. tax issues involved the foreign tax credit, subpart F, the cross-border M&A rules, and foreign currency issues.
Corporate, Financial and Operational Matters for Borrego Solar Systems
Advising Borrego Solar Systems, Inc. on a variety of corporate, financial and operational matters in a dynamic and rapidly changing solar market. Borrego is one of the oldest and largest solar integrators in California with over 25 years of experience. We counseled Borrego on tax, regulatory and corporate matters related to power purchase agreement, engineering procurement and constructions contracts, operations and maintenance contracts and site access agreements on more than 30 projects.
Corporate Inversion Transaction
Advised regarding tax policy and legislative issues concerning the potential execution of a corporate inversion transaction. Tax issues considered included consequences for the corporation and its shareholders as a result of inverting, consequences for corporation going forward (including future deductibility of interest), and strategic considerations involving public and government reactions to an inversion of this magnitude in light of significant press attention and Congressional concern regarding these transactions.
Debt/Equity Classification for $2 Billion Instrument
Obtained an appeals reversal of a transfer pricing adjustment involving more than $400 million of proposed adjustments, reversals of $285 million of subpart F income, and reversal of proposed earnings and profits adjustment of almost $300 million in connection with the debt/equity classification of a $2 billion instrument.
Department of Taxation Club Audits
Persuaded a state Department of Taxation to reverse its long-held, industry-wide position regarding sports clubs’ apportionment methodologies and to consequently drop 14 separate club audits.
Developed a Risk-Management Program
Developed a risk-management program for a global commodities merchant based on ISDA swap agreements that enhanced the tax efficiency and reduced the tax risks of legacy intercompany profit-sharing arrangements. Considerations of transfer pricing and taxable presence were essential to the overall planning.
Examination of Certain Transfer Pricing Payments
Persuaded IRS to drop examination of certain transfer pricing payments for use of intangibles involving hundreds of millions of dollars of payments.
Tencent in $8.6 Billion Acquisition of Clash of Clans Developer
Represented Tencent Holdings Limited in its $8.6 billion acquisition of a majority stake in Supercell Oy, developer of Clash of Clans, Clash Royale, Boom Beach and Hay Day, from SoftBank.
National Federation of Independent Business v. Sebelius
The Supreme Court appointed Covington’s Robert Long to brief and argue a preliminary issue in this case: whether the Anti-Injunction Act barred challenges to the minimum coverage provision of the Patient Protection and Affordable Care Act of 2010. Covington’s arguments were relevant to the Court’s ultimate holding that Affordable Care Act’s penalty for failing to obtain health insurance is a tax for constitutional purposes.
NHL on Domestic and International Tax Issues
Represented the NHL on domestic and cross-border tax, corporate, and intellectual property issues related to the creation of the NHL Network, and, separately, to the NHL’s increasing business activity outside North America.
No-Change Audits for Sports Leagues and Affiliates
Secured “no change” letters in income tax audits of two sports leagues and three leagues’ for-profit affiliates (five separate audits).
NFL and Other Professional Sports Leagues Regarding Tax-Exempt Status
Representation of the NFL and other sports leagues in tax, corporate, legislative, and PR matters related to the relinquishment of their tax-exempt status. Projects involved tax planning, meetings with IRS executives and members of Congress, and coordination of audit defense strategy.
Outside Tax Counsel to U.S. Securities Markets Coalition
Act as outside tax counsel to U.S. Securities Markets Coalition, which consists of all U.S. options exchanges and related entities. Our representation includes advising the coalition and its members on developments that affect the taxation of options and other financial products and advocating on behalf of the options industry before Congress, Treasury and the IRS. In the past year we have been actively engaged on behalf of the Coalition with respect to proposed tax legislation that would require all exchange-traded options to be marked to market (treated as sold) at year-end, and with respect to proposed regulations that would treat certain equity options as giving rise to deemed dividends subject to U.S. withholding tax.
Professional Sports Franchises in IRS Audits
Currently representing approximately a dozen professional sports franchises in IRS audits on issues including the Section 199 deduction, amortization of player bonuses, treatment of fringe benefits, and taxation of stadium operations.
Repatriation of Foreign Cash to the United States
Advised multiple U.S. multinationals on structuring billion dollar tax efficient repatriations. We advised on numerous U.S. tax issues including section 956 (deemed loan provision), debt equity, economic substance, step transaction, subpart F, accounting period changes, and tax elections.
Represented Weyerhaeuser Company on $2.65 billion acquisition and integration
Represented Weyerhaeuser Company on the $2.65 billion acquisition and subsequent integration of an LLC that held a controlling interest in another timber REIT, including multiple associated stock and debt issuances totaling over $2 billion by Weyerhaeuser and subsequent integration of operations. Tax advice included structuring, negotiating and drafting agreements, and disclosure. U.S. tax issues included REIT qualification, tax basis step-up, and tax consequences for non-U.S. shareholders of the target.
Restructuring of Asian Operations
Represented U.S. multinational corporation in complete restructuring of a significant portion of its operations in Asia. The restructuring included modifying the company’s holding company structure, replacement of the multi-billion dollar internal capital funding structure, preservation of U.S. and foreign tax benefits for a multi-billion dollar operating loss from one segment of the business operations. Covington acted as U.S. tax counsel and the advice addressed foreign tax credit planning and subpart F concerns.
Restructuring of UK Operations
Advised Fortune 50 U.S. multinational on restructuring its UK operations, including multiple foreign to foreign incorporations and transfers involving billion-dollar companies. Advised on numerous aspects of U.S. income tax law, including the impact of cross chain stock sales and distributions on creditable foreign taxes, earnings and profits and previously taxed income.
Salix Pharmaceuticals in $2.6 Billion of Santarus, Inc.
Representation of Salix Pharmaceuticals, Ltd. in its acquisition of Santarus, Inc. for a total value of approximately $2.6 billion. The transaction closed on January 2, 2014. According to Carolyn Logan, Salix President and Chief Executive Officer, “The acquisition of Santarus is a transformational event for Salix and an important milestone in our growth as the leading gastroenterology-focused specialty pharmaceutical company in the United States.”
Serve as general outside counsel to the Council on International Educational Exchange
Served as general outside counsel to the Council on International Educational Exchange, which facilitates student exchange programs at the university-level in over 80 countries.
Spin-Off of The Timken Company
Advised The Timken Company on the U.S. tax aspects of its $1.7 billion spin-off of its steel business. Advice included structuring, drafting agreements and disclosure, U.S. tax issues included spin qualification and attribute allocation.
State Department of Taxation Audits of Clubs Dropped
Persuaded a state Department of Taxation to reverse its long-held, industry-wide position regarding sports clubs’ apportionment methodologies and to consequently drop 14 separate club audits.
State Taxation of Visiting Players and Teams
Lobbying state governments and developing league-wide policies regarding the state taxation of visiting players and teams in almost every state in the country.
Tax Audits for Sports Leagues and Affiliates
Secured “no change” letters in income tax audits of two sports leagues and three leagues’ for-profit affiliates (five separate audits).
Tax Counsel to OCC
Act as tax counsel to OCC, the clearing corporation for all of the U.S. options exchanges as well as for certain futures exchanges. OCC is the largest derivatives clearing organization in the world. We advise OCC on relevant tax developments, such as legislative and regulatory developments that affect the taxation of its member firms.
Tax Counseling Regarding Numerous Franchise Sales
Deal structuring and related counseling regarding numerous franchise sales, including Chris Hansen in his efforts to acquire the Sacramento Kings or another NBA franchise with a view towards a relocation to Seattle; Chris Cohan’s sale of the Golden State Warriors; the NHL’s purchase and sale of the Phoenix Coyotes; Major League Baseball’s relocation and sale of the Montreal Expos; Fenway Sports Group’s purchase of a 50 percent interest in Roush Racing; the USTA’s acquisition of the Western & Southern Financial Group Masters tournament; and John Henry’s sale of the Florida Marlins and purchase (as lead investor) of the Boston Red Sox.
Tax Court Litigation Resulting in Government Concession of over $250 million in Adjustments Plus an Additional Refund of $15 million
Prior to trial, obtained a concession from the Government with respect to adjustments of over $250 million relating to a worthless partnership interest deduction, and identified computational errors resulting in additional refunds of $15 million. JELD-WEN v. Commissioner, Tax Court Docket No. 003055-14.
Tax-Efficient Compensation for Executives and Athletes
Developing and drafting tax-efficient compensation packages for both front-office executives and athletes. Settled an Appeals case regarding a franchise owner’s built-in gain upon the sale of his franchise, with the taxpayer receiving a multi-million dollar refund from the government.
Transfer Pricing Resolution for More Than $3.3 Billion in Transactions
Served as lead U.S. counsel on negotiations for bilateral advance pricing agreement that proposed a transfer pricing methodology that was new to the industry and the two treaty countries; successfully assisted the two treaty countries in reaching agreement and voiding binding arbitration in dispute spanning 14 tax years and involving intercompany transactions of more than $3.3 billion.
U.S. Income Tax Treaty
Advised concerning the application of a U.S. income tax treaty to reduce to 5% the withholding tax rate on planned dividends paid to an intermediate holding company of a publicly traded group. To satisfy the treaty’s limitation on benefits provision, Covington supervised a beneficial ownership study which established that at least 50 percent of the global parent’s public shareholders were qualified residents of the U.S. or of the treaty country, and negotiated a Pre-Filing Agreement with the IRS that approved the study’s methodology.
U.S. Tax Implications of the Financial Crisis
Advised the second-largest bank in a major European country on the U.S. tax implications of the financial crisis and various related transactions, including losses realized on U.S. assets, governmental interventions, and related restructurings.
Various Collaborations
Represent a number of multinational companies in various industries on the tax aspects of collaboration agreements.
Challenging Internal Revenue Service's Tax Determinations Involving Charitable Conservation-Related Donations
Representation of dozens of partnerships before the Internal Revenue Service in connection with adverse determinations issued in connection with broad-based conservation efforts that have resulted in the preservation of over 20,000 acres of at-risk land around the country.
February 2021
As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are facing and develop plans and strategies in response. Reach out to our COVID-19 task force at COVID19@cov.com. Below is a compendium of resources ...
February 17, 2021
WASHINGTON—Covington advised Humacyte, Inc., in its merger with Alpha Healthcare Acquisition Corp., a special purpose acquisition company. The transaction implies a pre-money valuation of $800 million for Humacyte with existing Humacyte shareholders rolling over 100% of their equity into equity of the combined company. In connection with the execution of the ...
Covington's London Public Company Practice Closes a Strong Year of Life Sciences Transactions
January 25, 2021
LONDON–Covington’s London corporate team has advised AIM- and Main Market-listed clients on multiple fundraisings and acquisitions over the past few months, marking a strong year in life sciences transactions. These include: Advising Sensyne Health plc, a UK clinical AI company listed on the London AIM market, on its £27.5 million equity fundraising The ...
December 31, 2020, Tax Management International Journal
What You Can Do to Protect Your Dependent Care FSA Cash
December 11, 2020, The Wall Street Journal
Michael Chittenden is quoted in The Wall Street Journal regarding the options for excess FSA dependent-care spending. Mr. Chittenden says the best option is to find expenses to claim. There are strict limits on what expenses the IRS considers eligible, and employers and plan administrators don't have flexibility to alter the rules. Most importantly, expenses ...
December 2020, LexisNexis Practical Guidance
October 30, 2020
WASHINGTON—Covington represented GovernmentCIO, LLC, a leading provider of high-end technology and digital solutions to the Federal Health IT Services market, in its sale to Welsh, Carson, Anderson & Stowe. GovCIO is a rapidly growing provider of advanced technology solutions and digital services to the federal government. In the 10 years since its founding, ...
October 8, 2020
WASHINGTON—Covington represented Uber Technologies in its Rule 144A offering of $500 million principal amount of 6.25 percent senior notes due 2028. Uber received net proceeds of approximately $495 million, which it used to redeem an outstanding series of senior notes. The Covington capital markets team included Kerry Burke, Brian Rosenzweig, Jennifer Uren, ...
Tax On-Demand Webinars
October 2020
Covington is pleased to offer this series of prerecorded webinars focused on recent tax developments. Registration is required for each seminar. We hope you will find the programs to be of value and encourage you to contact presenters with any questions you may have. CLE: Each program is an intermediate/advanced level program. Lawyers who have been admitted to ...
July/August 2020, Corporate Taxation
International Tax Cases To Watch In The 2nd Half Of 2020
July 10, 2020, Law360
Sean Akins is quoted in Law360 regarding transfer pricing cases between the IRS and four companies. Mr. Akins says that he didn't think the IRS' new position required a heightened level of explanation. “I'm not sure that I'd go that far personally, if only because it's a closing agreement with one individual taxpayer as opposed to … stated public policy,” he ...
July 6, 2020
WASHINGTON— Law360 has named Covington partners Sean Akins, Dustin Cho, Adrian Perry, Jennifer Saperstein, Kayleigh Scalzo, Ashley Simonsen, and William Woolston among its “Rising Stars.” Covington’s seven “Rising Stars” were the most of any firm this year. This annual recognition honors top lawyers under 40 “whose legal accomplishments transcend their age.” ...
Rising Star: Covington's Sean Akins
July 6, 2020, Law360
Sean Akins has been named a Law360 Rising Star in Tax.
Covington Advises Commerce Layer in Series A Preferred VC Financing and Reorganization
May 28, 2020
PALO ALTO —Covington advised Commerce Layer in its $6M Series A Preferred VC Financing, led by Benchmark with participation from Mango Capital, DAXN, PrimeSet, SV Angel, and NVInvestments. The investment required the Covington team to also reorganize Commerce Layer by establishing a US parent company for its existing Italian business. Commerce Layer provides a ...
May 20, 2020, Bloomberg Tax
Privacy Challenges Against FATCA Face Uphill Battle
April 27, 2020, Law360
Michael Lloyd is quoted in Law360 regarding the implications of EU data protection laws on the U.S. Foreign Account Tax Compliance Act’s requirements. Mr. Lloyd says there has been very little, if any, traction for cases against FATCA in the U.S. He adds, “Those cases went nowhere in the U.S. They didn’t survive and there has been no real challenge.”
April 8, 2020, Global Investigations Review
Robert Henrici is quoted in Global Investigations Review regarding the German Federal Tax Office’s order to banks to repay the taxes that they allegedly evaded through cum-ex trades. Mr. Henrici says, “If a tax is demanded what does this mean for the option of disgorgement? These conversations will occupy courts for many more years.”
March 27, 2020, Covington Alert
The SEC has provided additional relief for public companies and other filers affected by the COVID-19 pandemic. Also, the SEC's Division of Corporation Finance (the "Division") has issued disclosure guidance regarding COVID-19 and related business and market disruptions Disclosure Guidance Topic No. 9 (the "Disclosure Topic 9"). This alert discusses the key ...
March 26, 2020, Covington Alert
Late last night, the Senate passed (96-0) the Coronavirus Aid, Relief, and Economic Security ("CARES") Act that was introduced by several Senate Republicans last Thursday. This follows a number of days of whirlwind negotiations, beginning with the Senate where, on Sunday night, a procedural vote failed to garner the 60 votes necessary to move the legislation ...
March 16, 2020, The Wall Street Journal
Daniel Luchsinger is quoted in The Wall Street Journal regarding the effects of the Tax Cuts and Job Act on businesses in the wake of coronavirus losses. The article states that the 2017 tax code overhaul is making life harder for U.S. businesses who have suffered losses and are seeking liquidity. Mr. Luchsinger says, “You want some safety valve in the system ...
March 12, 2020, Covington Alert
The Tax Cuts and Jobs Act (“TCJA”) made significant changes to the tax code, a number of which can have unexpected effects when a company loses money in the United States or abroad. While the immediate concerns around the spread of COVID-19 are rightfully focused on public health and welfare, given the current economic fallout arising from COVID-19, companies ...
Organisations Engaging Contractors in the UK to Prepare for the New Off payroll Working Legislation
March 2, 2020, Covington Alert
Businesses operating in the UK now have less than two months to prepare for implementation of the new off-payroll working legislation on 6 April 2020. Non-compliance could leave organisations with a significant tax liability and may jeopardise important relationships with key contractors, and risk business processes. Companies should act now to ensure they are ...
February 27, 2020, Bloomberg
Samuel Maruca spoke with Bloomberg about the possibility of a digital tax on tech companies doing business internationally. The U.S. and 130 other countries are currently negotiating at the Organization for Economic Co-operation and Development about a new international tax system that would redefine which countries can tax which corporate profits. There’s ...
December 9, 2019, Covington Alert
On December 6, 2019, the Office of the U.S. Trade Representative (USTR) published a notice determining that the Digital Service Tax of France (“the DST”) is unreasonable or discriminatory and burdens or restricts U.S. commerce under Section 301 of the Trade Act of 1974.
December 5, 2019, Covington Alert
On December 2, 2019, the U.S. Department of the Treasury ("Treasury Department") and the Internal Revenue Service ("IRS") released final regulations, as well as new proposed regulations (the “2019 proposed regulations”), addressing issues related to the determination of foreign tax credits in light of the changes made by the Tax Cuts and Jobs Act (“TCJA”).
October 14, 2019, Covington Alert
The European Union directive known as DAC 6 requires EU “intermediaries” (including advisors, banks and businesses) to disclose to EU tax authorities details of any cross-border arrangements which feature a reportable “hallmark”.
Former Treasury Official Rejoins Covington
October 1, 2019
WASHINGTON—Lindsay Kitzinger, who until recently was an Attorney Advisor in the Office of International Tax Counsel, within the U.S. Treasury's Office of Tax Policy, has rejoined Covington as a partner in its Tax Practice Group in Washington. During her time at Treasury, Ms. Kitzinger was involved in the tax reform legislation that was enacted in December 2017, ...
Retroactive Status of Temporary Regs Is Unclear
August 8, 2019, Tax Notes
Kandyce Korotky is quoted in Tax Notes regarding the retroactive status of temporary regulations under the Tax Cuts and Jobs Act. Ms. Korotky says, “There’s kind of an open question about whether retroactivity and temporary regulations can go hand in hand.” She notes that under section 7805(b)(2), the IRS can enact retroactive regulations that take effect when a ...
July 26, 2019, Covington Alert
From April 2020, new rules will require all large and medium-sized private sector organisations to determine the employment status of their contractors and, where applicable, withhold tax and social security and pay employer social security on payments made to relevant contractors.
March 19, 2019, Law360
Law360 covered Kevin Zaragoza’s move to Covington’s Tax Practice Group in New York. He says, “Covington has an excellent international practice. It’s kind of an exciting time to be a tax lawyer after tax reform and all the changes that are happening in regulations, and Covington has a lot of interesting cross-border work that I wanted to be a part of.”
March 18, 2019
NEW YORK—Kevin Zaragoza has joined Covington's Tax Practice Group as a partner in New York. Mr. Zaragoza's arrival follows the recent addition of tax partner Kevin Otero also in New York. Mr. Zaragoza concentrates on the domestic and cross-border tax aspects of mergers and acquisitions, leveraged buy-outs, dispositions, minority investments, partnership and ...
Comments on Section 59A Proposed Regulations (Internal Revenue Service REG–104259–18) – Treatment of a Loss Recognized upon the Transfer of Property
February 19, 2019, Covington Comment Letter
Comments on Section 59A Proposed Regulations (Internal Revenue Service REG–104259–18) – Applicability of BEAT to Global Services Provided by U.S. Equipment Manufacturers
February 19, 2019, Covington Comment Letter
Comments on Section 59A Proposed Regulations (Internal Revenue Service REG–104259–18) – Proposals Regarding TLAC Securities, Securities Lending Transactions, and Internal Dealings
February 19, 2019, Covington Comment Letter
Covington Nabs Tax Partner From PwC For NY Office
February 4, 2019, Law360
Law360 covered Kevin Otero’s move to the firm as a partner in our tax practice group. Mr. Otero will represent large corporations and individuals before the IRS. He also will advise and represent clients before the U.S. Tax Court, U.S. Court of Federal Claims, and federal district and appellate courts across the country. He says, “There’s been a lot of ...
Leading Tax Lawyer Joins Covington
February 1, 2019
NEW YORK—Kevin Otero has joined Covington's Tax Practice Group as a partner in New York. Mr. Otero advises clients on all aspects of tax controversy matters including audits, administrative appeals, transfer pricing controversies, and tax litigation. He also has extensive experience advising clients on technical tax risk management, strategic audit and ...
January 9, 2019, Covington Alert
On January 2 of this year, former House Ways & Means Chairman Kevin Brady (R-TX) introduced the Tax Technical and Clerical Corrections Act. It contains technical corrections to existing tax law, many of which relate to Public Law 115–97, also known as the Tax Cuts and Jobs Act (TCJA) of 2017. Mr. Brady introduced this measure as a discussion draft and has ...
Jon Kyl Returns to Covington
January 7, 2019
WASHINGTON—Former U.S. Senator Jon Kyl has re-joined Covington in its Public Policy practice. Senator Kyl will focus on matters of policy and strategy for the firm’s clients. “We are extremely proud of Jon’s service to the country and the people of Arizona and delighted that he has rejoined us,” said Timothy Hester, Covington’s chair. “Given his profile and ...
Comments on Section 965 Proposed Regulations (Internal Revenue Service REG-104226-18) - Downward Attribution Under Section 318 in Examples 1 & 2 of Proposed Treasury Regulation Section 1.965-1(g)
September 24, 2018, Covington Comment Letter
August 14, 2018, Covington Alert
New restrictions on the deductibility of certain payments will require companies facing government investigations to pay close attention to the tax treatment of any settlement or court judgment, and to address this treatment in their negotiations with regulatory agencies. There is a risk under new tax rules that the amount paid to resolve these disputes may be ...
August 8, 2018
WASHINGTON—Covington advised Wilmington, Delaware-based WSFS Financial Corporation in its acquisition of Philadelphia-based Beneficial Bancorp, Inc., in a transaction valued at approximately $1.5 billion. This is the second bank M&A deal in two weeks where Covington is representing the acquiring institution. Covington is also representing Dallas-based Veritex ...
Treatment of Section 78 Gross-Up Amounts Relating to Section 960(b) Foreign Income Taxes
July 22, 2018, Covington White Paper
BEAT Implementation Proposals Related to Global Services Operations
July 18, 2018, Covington White Paper
July 10, 2018, Covington Alert
For only the third time in the last fifty years, the Supreme Court has ruled on whether a state may compel a remote, out-of-state seller to collect and remit that state’s sales tax on purchases made by in-state customers.
Proposed Guidance Regarding the Treatment of Income from Banking Under Section 199A
June 7, 2018, Covington Comment Letter to The Honorable David J. Kautter and The Honorable William M. Paul
Season Tickets? Steak Dinners? Small Firms Rethink Client Events After Losing Tax Break
May 17, 2018, The Wall Street Journal
Marianna Dyson is quoted by The Wall Street Journal in an article regarding changes in the tax law that reduce limits on deductions for entertainment and meals. Among the uncertainties is whether companies will still be able to claim a 50% deduction for business meals with customers or business associates, or whether those expenses will be considered ...
May 1, 2018
WASHINGTON—Covington advised Elbit Systems Ltd. in its $120 million acquisition of the assets and operations of the privately owned U.S. company, Universal Avionics Systems. Elbit Systems is an international high technology company engaged in a wide range of defense, homeland security, and commercial programs throughout the world. Universal Avionics is a ...
April 20, 2018
LONDON—Covington advised BenevolentAI on an £80 million equity investment by new and existing investors, including Woodford Investment Management, at a pre-money valuation of £1.4 billion. The firm also recently advised BenevolentAI on its acquisition of Proximagen Limited, a Cambridge, UK-based drug discovery and development company, for an undisclosed ...
Request for Guidance in Applying Controlled Foreign Corporation Rules following P.L. 115-97 (Repeal of Section 958(b)(4))
March 19, 2018, Covington Comment Letter to The Honorable David Kautter and The Honorable William Paul
March 2, 2018
NEW YORK—Covington advised Mavis Tire Holdings LLC, and its family owners, and other owners, including investment funds managed by ONCAP, in its agreement to merge with Express Oil Change & Tire Engineers, a Golden Gate Capital portfolio company, creating one of the largest independent automotive service platforms in the United States. Mavis Discount Tire, based ...
February 14, 2018, Covington Alert
The Tax Cuts and Jobs Act of 2017 (the “Act”) became Pub. Law 115-97 on December 22, 2017. Many of its more startling provisions have become well known since then. Of less dramatic impact are several provisions affecting qualified employer plans, fringe benefits, and certain kinds of compensation. These provisions are described in this client alert. This client ...
Taxpayers Should Prepare Now for GILTI and FDII
February 5, 2018, Tax Notes
Michael Caballero spoke at a District of Columbia Bar Taxation Community event and is quoted in a Tax Notes article examining why taxpayers should evaluate their current structures to minimize their potential tax burdens from global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII). According to Caballero, an issue affecting ...
Sports Group Of The Year: Covington & Burling
February 5, 2018, Law360
Covington was named a 2017 Sports Practice Group of the Year by Law360. According to Ben Block, one of the most rewarding aspects of the sports group is the opportunity to work with repeat clients. "But," he adds, "every year and every day is a new, different, and exciting challenge." Commenting on the Tax Court victory on behalf of the Boston Bruins in a ...
It's recommended Mexico review its fiscal regime
February 2, 2018, El Financiero
Robert Culbertson is quoted in an El Financiero article regarding the possible review of Mexico's tax regime. Culbertson, who spoke at a conference discussing the impact of tax reform in the U.S., said that given the fiscal environment in the U.S., it might be advisable for Mexico to revise its tax system.
Clarifications On Tax Reform Will Come, Officials Say
January 25, 2018, Law360
Michael Caballero spoke at a tax conference in Washington and is quoted in a Law360 article regarding the recently enacted U.S. tax legislation. According to Caballero, the tax law’s creation of reasonably low-tax foreign income that’s now returned means that “we’ve got partially exempt and partially taxed income that we now have to take and push through the ...
January 22, 2018
WASHINGTON—Covington advised Bacardi Limited in its definitive agreement to acquire Patrón Spirits International AG and its PATRÓN® brand, the world’s top-selling ultra-premium tequila, from John Paul DeJoria, a founder of Patrón. The transaction reflects an enterprise value for Patrón of $5.1 billion. The transaction follows the successful relationship the ...
December 26, 2017
SILICON VALLEY—The Financial Times has recognized Covington among the most innovative firms in 2017 in the category of "Enabling Business Growth," for advising "Tencent in its acquisition of a $8.6bn majority stake in Supercell, the Finnish gaming company, while maintaining Supercell’s creative culture and retaining its employees by introducing incentive ...
Four Covington Partners Named Law360 MVPs
December 20, 2017
WASHINGTON—Law360 has named four Covington partners as MVPs in their respective practice areas. The awards single out lawyers from across numerous practice areas based on their success in high-stakes litigation, complex global matters, and record-breaking deals. The Covington lawyers recognized as Law360 MVPs are: Ray Biagini, Government Contracts. Mr. ...
MVP: Covington's Jeremy Spector
December 15, 2017, Law360
Jeremy Spector was named a 2017 Tax MVP by Law360. The publication emphasizes his unique practice which focuses on representing the sports industry, and highlights his "precedent-setting" victory on behalf of the Boston Bruins at the U.S. Tax Court.
December 8, 2017, Covington Alert
On December 5, the European Union announced a “blacklist” of 17 countries it considers to be non-cooperative tax jurisdictions, with a further 47 countries at risk of being added to the list if they fail to meet EU criteria. The countries on the “blacklist” face possible economic sanctions and restrictions which businesses should be considering. The list is part ...
December 1, 2017, Law360
Samuel Maruca participated in a panel at the annual Institute on Current Issues in International Taxation event, and is quoted in a Law360 article regarding the current state of transfer pricing rules. According to Maruca, specific rules have a place, but it’s important to remember that “there obviously are principles underlying these rules.” Courts, he said, ...
November 30, 2017
WASHINGTON—Covington represented Aristocrat Leisure Limited in its $990 million acquisition of Big Fish Games, Inc. This acquisition expands Aristocrat’s Social Gaming business into new game genres. Aristocrat is a global provider of gaming solutions. It offers a diverse range of products and services including electronic gaming machines and casino management ...
November 13, 2017, Tax Analysts
Michael Caballero is quoted in a Tax Analysts article regarding how the tax reform bill further complicates the foreign tax credit (FTC). The current FTC rules are "insanely complex," says Caballero. "The one thing that's not in this bill, at least on the international side, is an ounce of simplification."
November 2, 2017, Bloomberg
Michael Francese is quoted in a Bloomberg article regarding a new rule under the Republican tax plan that would eliminate write-offs for performance-linked pay. According to Francese, it’ll apply to new amounts earned and deferred after 2017, while existing balances will be subject to the new rule by 2026. Many companies will likely start phasing out their plans ...
Covington Advises SK Holdings in Acquisition of Significant Minority Interest in Eureka Midstream
October 27, 2017
NEW YORK—Covington represented SK Holdings Co., Ltd. in its acquisition of a significant minority interest in Eureka Midstream Holdings, LLC, a midstream energy company that owns and operates approximately 340 miles of gas gathering pipelines in Ohio and West Virginia. The transaction closed in early October 2017. SK Group is a top three conglomerate in South ...
August 30, 2017
NEW YORK—Covington advised Howard Bancorp, Inc., the bank holding company for Howard Bank, in its acquisition of First Mariner Bank, a community bank headquartered in Baltimore, Maryland. The transaction value is approximately $163.4 million. The Covington team consisted of Michael Reed, Rusty Conner, Chris DeCresce, Matt Wood, and Nora Diamond-Jones(corporate); ...
August 10, 2017
NEW YORK—Covington is representing IFM Therapeutics in its sale to Bristol Myers Squibb for $300 million in cash and the right to receive contingent payments upon achievement of specified milestones that could total in excess of $1 billion for each of its two oncology programs. Prior to closing, IFM will spin off its inflammation program to a newly-formed ...
Covington Represents Australian Medical Research Institute in Landmark Royalty Monetization
July 27, 2017
NEW YORK—Covington advised The Walter and Eliza Hall Institute of Medical Research (WEHI), Australia's oldest medical research institute, in its landmark monetization of a portion of its royalties relating to the cancer drug Venetoclax. The purchaser, a wholly owned subsidiary of Canada Pension Plan Investment Board, paid US$250 million upfront, and agreed to ...
July 12, 2017
LONDON—Covington is advising Central European Media Enterprises Ltd. (CME) on the sale of its broadcast operations in Croatia and Slovenia to Slovenia Broadband S.à r.l for approximately $262.2 million. The transaction is expected to close by the end of 2017. CME is a NASDAQ-listed media and entertainment company operating leading businesses in six Central and ...
Covington Secures Tax Court Victory for Boston Bruins
July 5, 2017
WASHINGTON—The U.S. Tax Court ruled in favor of Covington’s client the Boston Bruins in a dispute with the IRS over away-game meal costs. The IRS had argued that the Bruins were entitled to deduct only 50 percent of the costs of meals that the club served to its players and other employees during road trips. The Tax Court declined to accept this view and ...
June 29, 2017, Covington Alert
In a case that could have wide-ranging effect across the sports industry and potentially beyond, the U.S. Tax Court ruled on June 26, 2017, that the Boston Bruins were allowed to deduct 100 percent of the costs of meals that they served to their players and other employees at hotels while traveling for road games. The IRS had argued that only 50 percent of those ...
April 27, 2017, Covington Alert
On April 26, 2017, U.S. Treasury Secretary Steven Mnuchin and National Economic Council Director Gary Cohn introduced the Trump Administration’s tax reform proposal (the “Trump Proposal”) in a briefing. The proposal appears to borrow heavily from the tax reform plan put out by Mr. Trump during his presidential campaign with the significant exception that this ...
February 24, 2017, Covington Alert
With the Republican Party now in control of the White House and both houses of Congress, and with both President Trump and GOP Congressional leadership having publicly committed to enacting comprehensive tax reform, we believe that passage of a tax reform bill is likely to occur later this year or next year. This timing creates an urgent need for clients to ...
February 6, 2017, Covington Alert
The new Trump Administration has generated significant uncertainty about the applicability of a number of tax regulations finalized in the waning days of the Obama Administration. On the day of President Trump’s inauguration, Reince Priebus, the Chief of Staff of the White House issued a memorandum to all the heads of executive agencies to pause certain of their ...
The Laterals Audit: Tax Attorney Moves In January
January 31, 2017, Law360
Law360 featured Ed McClellan’s addition to Covington’s Public Policy and Government Affairs practice in a round-up of notable tax attorney moves in January. According to McClellan, there is tremendous private sector interest in GOP plans to cut corporate tax rates, provide a 100 percent exemption for foreign earnings, allow full expensing of capital investments ...
January 30, 2017
WASHINGTON—Covington represented India-based Piramal Enterprises and its wholly owned Critical Care subsidiary in the UK in its agreement to acquire a portfolio of intrathecal spasticity and pain management drugs from Mallinckrodt LLC. The purchase price was $171 million, plus an earn-out of up to an additional $32 million. This is the third acquisition that ...
Ex-Senate Finance Tax Counsel Joins Covington & Burling
January 5, 2017, Law360
Timothy Hester and Ed McClellan are quoted in a Law360 article regarding McClellan’s recent arrival to the firm’s Tax and Public Policy and Government Affairs practices. According to Hester, “Given the inevitability of new tax legislation that will have significant effects across the economy, Ed is a highly valuable resource in an area of great importance for ...
Former Senate Finance Tax Counsel Joins Covington
January 4, 2017
WASHINGTON—Ed McClellan has joined Covington as a partner in its Tax and Public Policy and Government Affairs practices resident in Washington. Mr. McClellan served as Tax Counsel for the U.S. Senate Finance Committee and as a senior policy and technical advisor to two chairmen of the Committee, Senator Chuck Grassley and the late Senator Bill Roth. Mr. ...
October 21, 2016
WASHINGTON—Covington represented India-based Piramal Enterprises and its wholly owned Critical Care subsidiary in the UK in the acquisition of five anesthesia and pain management injectable products from Janssen Pharmaceutica NV, in an all cash deal for an upfront consideration of US$155 million, and up to an additional US$20 million. The products to be acquired ...
Covington Represents Dana-Farber in Royalty Monetization
August 5, 2016
NEW YORK—Covington advised Dana-Farber Cancer Institute in its monetization of a portion of its interest in royalties related to its Programmed Death Ligand-1 (PD-L1) intellectual property. PD-L1 inhibitors are immuno-oncology drugs used for the treatment of various types of metastatic cancer. CPPIB Credit Europe S.à r.l., a wholly owned subsidiary of Canada ...
Covington Represents MRCT in Royalty Monetization Deal
July 15, 2016
NEW YORK—Covington advised Medical Research Council Technology, a UK-based independent life science medical research charity, in its sale of a portion of the royalty stream associated with its cancer drug Keytruda® for $150 million (£115.6 million). Keytruda® (pembrolizumab), is a new generation treatment which stimulates the body’s immune system to fight ...
Covington Represents Tencent in $8.6 Billion Acquisition
June 21, 2016
SILICON VALLEY—Covington advised Tencent Holdings Limited, a leading provider of internet service in China, in connection with its acquisition of a majority stake in Supercell from SoftBank. A consortium established by Tencent will acquire up to 84% of Supercell for $8.6 billion in a transaction valuing Supercell at approximately $10.2 billion. Supercell is a ...
June 3, 2016
NEW YORK—Covington advised the underwriters in connection with Repligen’s $115 million debt offering. The senior convertible notes due in 2021 were placed at 2.125 percent. Repligen is a bioprocessing company focused on the manufacture of Protein A ligands used by life science companies to purify biologic drugs such as monoclonal antibodies, recombinant ...
June 3, 2016
NEW YORK—Covington advised Beltone Financial Holding, a leading Egyptian investment bank, in its acquisition of 51 percent of Auerbach Grayson & Company, a New York brokerage firm specializing in global trade execution and research on developed, frontier, and emerging markets for U.S. institutional investors. This acquisition marks Beltone Financial’s entry into ...
May 31, 2016
NEW YORK—Covington is advising MagtiCom Ltd., the leading mobile operator in the Republic of Georgia, on its definitive agreement to acquire retail and corporate ISP cable assets from Caucasus Online LLC. The deal is expected to close on or around August 1, 2016. Following the successful conclusion of the transaction, MagtiCom will be the first and only operator ...
May 31, 2016
WASHINGTON—Covington advised Graham Media Group in its definitive agreement to purchase WCWJ, the CW affiliate serving Jacksonville, FL and WSLS-TV, the NBC affiliate serving Roanoke and Lynchburg, VA, from Nexstar Broadcasting Group and Media General. The Covington team included corporate partners Paul Rogers and Michael Cutler, with associate Adina Lord. ...
April 8, 2016
NEW YORK — Covington advised Emmy and Golden Globe-winning producer Ben Silverman on the creation of Propagate Content, a media production and distribution company. A+E has agreed to fund the company with $30 million in equity and has committed to buy $15 million in scripted or unscripted projects in a five-year deal. Propagate has already signed Will.i.am and ...
Covington Represents Underwriters in Senseonics' IPO
March 24, 2016
NEW YORK - Covington advised the underwriters in the $45 million initial public offering of common stock of Senseonics Holdings, Inc. The offering closed on March 23, 2016. Shares of Senseonics trade on the NYSE MKT under the ticker “SENS.” Senseonics develops continuous glucose monitoring systems for patients with diabetes. Its Eversense product consists of ...
March 10, 2016
NEW YORK — Covington represented MidFirst Bank in its acquisition of 1st Century Bancshares, Inc. 1st Century is a publicly traded bank-holding company of 1st Century Bank of Los Angeles. Simultaneously with the closing of the acquisition, 1st Century Bank will be merged into MidFirst Bank. Following these transactions, the business of 1st Century Bank will ...
February 3, 2016
WASHINGTON, DC — Covington assisted the National Football League in negotiating its partnership with CBS and NBC to produce and televise "Thursday Night Football" for the 2016 and 2017 seasons. In addition to continuing its Thursday Night Football partnership with CBS, the NFL is adding NBC as a partner, with both networks set to air five Thursday Night Football ...
December 9, 2015
NEW YORK, December 9, 2015 - Covington advised Grupo P.I. Mabe, the leading producer of hygienic products in Mexico, on its sale to Ontex Group NV, a publicly listed company based in Belgium. The transaction is expected to close in the first quarter of 2016. The transaction will require regulatory approvals in Mexico, the US and certain other countries, and has ...
December 8, 2015
NEW YORK, December 8, 2015 - Covington represented Ascension, the nation’s leading Catholic and non-profit health system, in a $200 million investment transaction with TowerBrook Capital Partners in Accretive Health, a leading provider of revenue cycle management services to healthcare providers. The transaction is expected to close in the first quarter of ...
Covington Advises Allergy Therapeutics on £11.5 Million Placement and License Agreement
November 23, 2015
LONDON, November 23, 2015 — Covington represented Allergy Therapeutics, the AIM-listed specialty pharmaceutical company specializing in allergy vaccines, in the placement of ordinary shares raising approximately £11.5 million. The placement was conducted through an accelerated bookbuilding process with Panmure Gordon & Co acting as financial adviser, nominated ...
November 16, 2015
WASHINGTON, DC, November 16, 2015 - Covington advised Graham Holdings Company, a diversified education and media company, in its acquisition of Group Dekko, a manufacturer of electrical solutions for workspace, architectural lighting, and electrical components. The financial terms of the deal were not announced. According to Timothy O’Shaughnessy, president and ...
November 16, 2015, Bloomberg BNA Tax Management Memorandum
November 4, 2015, Covington Alert
The IRS's intensifying fight over income taxes
November 1, 2015, Philadelphia Inquirer
Former Director of Transfer Pricing Operations in the Large Business & International Division of the IRS Samuel Maruca is quoted by the Philadelphia Inquirer in an article about taxes being paid by large companies, and the IRS’ attempt to settle “transfer-pricing” cases to ensure they are paying the correct amount. According to Maruca, "The IRS has become a lot ...
September 30, 2015
NEW YORK - Covington advised the underwriters in the $106.1 million initial public offering by Austrian-based Nabriva Therapeutics AG of 10,350,000 million American Depositary Shares, representing 1,035,000 shares of Nabriva’s common stock. This was the first U.S. initial public offering by an Austrian company. The ADSs are now listed on the NASDAQ Global Market ...
September 10, 2015, Covington Alert
September 7, 2015, Tax Notes
June 25, 2015
WASHINGTON, DC, June 25, 2015 — Covington partner Dirk Suringa testified yesterday before the U.S. House Ways and Means Subcommittee on Select Revenue Measures on the need to reform the proposed taxation of U.S. corporations’ earnings held abroad as a source of funding for the Highway Trust Fund. Mr. Suringa’s testimony focused on two recent developments: the ...
May 19, 2015
NEW YORK, May 19, 2015 — Covington is advising Pandora Media, Inc., an Internet radio service, in its acquisition of Next Big Sound, Inc., a provider of online music analytics. The acquisition is expected to provide Pandora with a powerful analytics tool used by tens of thousands of music makers, labels and marketers looking for data and insights about artists ...
Are Tax Information Exchange Initiatives and EU Data Privacy Regulations on a Collision Course?
April 2015, Covington Newsletter
Conversations: Jeremy Spector
January 27, 2015, Tax Notes
Covington's Jeremy Spector is profiled in this article on his sports tax practice: "Jeremy Spector is a different sports fan than most — and with good reason. Spector, 44, an attorney with Covington & Burling LLP in Washington, is the lead tax counsel for Major League Baseball, the National Football League, the National Basketball Association, the National ...
October 3, 2014, Covington E-Alert
October 2, 2014, Covington E-Alert
8/4/2014
WASHINGTON, DC, August 4, 2014 — Covington & Burling is pleased to announce that Sam Maruca, most recently the Director of Transfer Pricing Operations for the Large Business and International Division at the U.S. Internal Revenue Service, has returned to the firm as a partner. Mr. Maruca will be resident in the firm’s Washington D.C. office, and will advise ...
May 1, 2014
LONDON, 1 May, 2014 — Covington & Burling advised Lombard Medical, Inc. on its $55 million U.S. initial public offering and the listing of the company’s ordinary shares on the NASDAQ Global Market. Covington also advised the company on its change of domicile from the U.K. to the Cayman Islands and the delisting of its shares from the AIM market of the London ...
Covington Advises Forest Laboratories in $1.1 Billion Acquisition and $415 Million Royalty Monetization
April 27, 2014
NEW YORK, April 28, 2014 — Covington & Burling represented Forest Laboratories in a definitive agreement to acquire Furiex Pharmaceuticals, a drug development collaboration company, for up to $1.46 billion. The acquisition of Furiex expands Forest’s offerings in gastroenterology. Forest agreed to pay $95 per share in cash, or approximately $1.1 billion in the ...
Covington Advises BBVA in Acquisition of Simple
February 20, 2014
NEW YORK, February 20, 2014 — Covington & Burling represented Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco ...
Treasury Official Lee Kelley Joins Covington
December 3, 2013
WASHINGTON, DC, December 3, 2013 — Lee Kelley, most recently deputy tax legislative counsel in the U.S. Department of Treasury’s Office of Tax Policy, has joined Covington & Burling as a partner in the firm’s tax practice. Ms. Kelley, who has extensive expertise in consolidated returns and subchapter C, will focus on corporate tax matters, including structural ...
Covington Advises MyPublisher in Shutterfly Merger
May 1, 2013
NEW YORK, May 1, 2013 — Covington & Burling advised MyPublisher, Inc., in its merger with Shutterfly, Inc., the leading digital retailer of personalized photo products. MyPublisher is one of the pioneers of high quality printed photo albums. The acquisition will combine MyPublisher's photo book technology and highly specialized manufacturing capabilities with ...
Congressional Leader Howard Berman Joins Covington
March 14, 2013
WASHINGTON, DC, March 14, 2013 — Congressman Howard Berman, a widely respected leader in the U.S. Congress, is joining Covington & Burling’s global public policy and government affairs practice. The addition of Rep. Berman, the former chairman of the House Foreign Affairs Committee, comes a week after Sen. Jon Kyl joined Covington’s public policy and government ...
Senator Jon Kyl Joins Covington
March 6, 2013
WASHINGTON, DC, March 6, 2013 — Senator Jon Kyl, who recently left Congress as the second-highest ranking Republican in the U.S. Senate, is joining Covington & Burling’s global public policy and government affairs practice. “Senator Kyl’s deep knowledge and extraordinary legislative skills from his years as a senior leader in Congress make him ideally suited to ...
January 7, 2013
NEW YORK, January 7, 2013 — Covington & Burling advised Illumina, Inc. on its announced acquisition of Verinata Health, Inc. for cash consideration of $350 million plus up to $100 million in milestone payments through 2015. Upon completion of the acquisition, Illumina will have access to the Verinata’s verifi® prenatal test, the broadest non-invasive prenatal ...
November 28, 2012
NEW YORK, November 28, 2012— Covington & Burling is advising Grupo Financiero Banorte S.A.B. de C.V., and its affiliate Afore XXI Banorte, S.A. de C.V., in a $1.6-billion acquisition of Afore Bancomer, S.A. de C.V. from the Spanish bank, Banco Bilbao Vizcaya Argentaria S.A., which would create Mexico’s largest pension fund. Afore Bancomer is Mexico’s second ...
11/7/2012
WASHINGTON, DC, November 7, 2012 — Covington & Burling received 97 first-tier practice rankings in the 2013 “Best Law Firms” survey by U.S. News-Best Lawyers, placing Covington among the top 10 firms nationwide. Covington was also named “Law Firm of the Year” in both FDA Law and Corporate Compliance Law. The honor is presented to one law firm in each of the ...
Covington Lawyers Recognized by NY Super Lawyers
September 24, 2012
NEW YORK, September 24, 2012 — New York Super Lawyers selected 27 Covington & Burling lawyers for its 2012 list of top legal talent. Super Lawyers selects only five percent of the total lawyers in the state based upon peer review and the publication’s independent research. Nineteen Covington lawyers were named New York Super Lawyers: Jack Bodner, Mergers & ...
September 7, 2012, Covington E-Alert
Covington Advises Meda on Acquisition of Jazz Pharmaceuticals’ Women’s Health Products
September 6, 2012
LONDON, 06 September, 2012 — Covington & Burling LLP acted as legal advisers to Meda in an agreement with Jazz Pharmaceuticals to acquire a portfolio of six pharmaceutical products for women for $95 million in cash. The largest and most important product in the portfolio is Elestrin, a patented product with sales of almost 100 MSEK, that doctors prescribe for ...
August 30, 2012
WASHINGTON, DC, August 30, 2012 — Michael Caballero, the former international tax counsel at the U.S. Treasury Department, will be joining Covington & Burling and its tax practice. Mr. Caballero will be based in the firm’s Washington office as a partner effective September 10. At the Treasury Department, Mr. Caballero served as one of the administration’s most ...
August 27, 2012
WASHINGTON, DC, August 27, 2012 — Covington & Burling LLP lawyers received 196 individual mentions in 57 areas of law in the 2013 edition of The Best Lawyers in America. This annual compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as ...
August 7, 2012
WASHINGTON, DC, August 7, 2012 — Covington & Burling advised SandRidge Energy, Inc. on a $1.1 billion offering of two series of senior notes, marking SandRidge's largest capital markets transaction to date. The offering was comprised of $825 million of 7.5 percent senior notes due 2023 and $275 million of 7.5 percent senior notes due 2021. The proceeds of the ...
June 22, 2012
NEW YORK, June 22, 2012 — Covington & Burling advised Ascom Holding AG in its acquisition of GE Healthcare’s nurse call medical device business. The acquisition gives Ascom access to the North American nurse call market and creates opportunities to combine GE Nurse Call systems with Ascom’s existing mobility offering. With this acquisition, Ascom further ...
June 11, 2012
WASHINGTON, DC, June 11, 2012 — Chambers USA recognized 106 individual Covington & Burling lawyers and 46 Covington practice areas in the 2012 Chambers USA: America’s Leading Lawyers for Business guidebook released on June 7, 2012. Many of the 106 Covington lawyers ranked by Chambers USA were recognized in multiple categories, resulting in a total of 131 ...
June 5, 2012, Covington E-Alert
Covington Advises SandRidge Energy in $130 Million Sale of Tertiary Assets to Morgan Stanley Global Private Equity
June 4, 2012
NEW YORK, June 4, 2012 — Covington advised SandRidge Energy, Inc. on the sale of its non-core tertiary recovery business for $130 million to Morgan Stanley Global Private Equity portfolio company Trinity CO2 Investments. The divested properties are located in West Texas and currently produce approximately 1,100 barrels of oil per day. SandRidge Energy is an oil ...
Covington Advises SeaChange International on Media Sale
May 24, 2012
LONDON, 24 May, 2012 — Covington & Burling advised SeaChange International, Inc., on the sale of its UK-based media services company, On Demand Group Limited, to Avail-TVN, a company backed by Carlyle Group. The sale is part of SeaChange’s strategy to transform the company into a pure-play software company. SeaChange is a leading global multi-screen video ...
May 11, 2012, Tax Management International Journal
Covington Lawyers Recognized by D.C. Super Lawyers
May 2, 2012
WASHINGTON, DC, May 2, 2012 — D.C. Super Lawyers selected 64 Covington & Burling lawyers for its 2012 list of top legal talent. Super Lawyers selects no more than five percent of the total lawyers who practice in Washington based on peer review and the publication’s independent research. Deborah Garza and Robert Long have been named among the “Top 100” for ...
Covington Advises Armani on New Franchise Agreement
April 25, 2012
LONDON, 25 April, 2012 — Covington & Burling advised Giorgio Armani in a deal to terminate its existing joint venture and store lease arrangement in India with DLF Retail Brands. As a result of the termination, Armani will enter into a new franchise arrangement with Genesis Luxury Fashion Pvt. Ltd. Under the terms of the agreement, all assets of DLF Retail ...
Covington Advises SandRidge on Royalty Trust IPO
April 24, 2012
WASHINGTON, DC, April 24, 2012 — SandRidge Mississippian Trust II announced today the closing of its initial public offering of 29.9 million common units, including 3.9 million common units sold pursuant to the exercise of the underwriters’ over-allotment option, representing a 60 percent beneficial interest in the Trust. SandRidge Energy, Inc., as sponsor of ...
April 23, 2012
SAN FRANCISCO, April 23, 2012 — Covington & Burling advised Microsoft Corp. in negotiating a definitive agreement with Facebook that assigns the social networking company the right to purchase a portion of a patent portfolio that Microsoft recently purchased from AOL Inc. Under the agreement, announced today, Facebook will pay $550 million in cash. Covington ...
April 23, 2012
WASHINGTON, DC, April 23, 2012 — Covington & Burling represented AstraZeneca in its $1.26 billion acquisition of Ardea Biosciences. Under the agreement, AstraZeneca will pay $32 per share for all of the outstanding shares of Ardea. AstraZeneca is a global, innovation-driven biopharmaceutical business with a primary focus on the discovery, development and ...
4/23/2012
NEW YORK, April 23, 2012 — Covington & Burling represented Thomson Reuters in a definitive agreement to sell its Healthcare business to an affiliate of Veritas Capital for $1.25 billion in cash. The sale, expected to close in the next few months, is subject to regulatory approval and customary closing conditions, including the expiration or termination of ...
April 13, 2012
WASHINGTON, DC, April 13, 2012 — Covington & Burling advised Tom Benson, the longtime owner of the New Orleans Saints, in his purchase of the New Orleans Hornets for an undisclosed sum. The purchase and related agreements were finalized this week. Closing is expected before the end of June. “I am very grateful to Bruce Wilson and the Covington team,” Mr. ...
April 6, 2012
LONDON, 6 April, 2012 — Covington & Burling advised ReNeuron Group plc, an AIM-listed clinical stage stem cell business, in connection with a firm placing and open offer to existing shareholders to raise up to £9.4 million before expenses. In addition, investors in the firm placing are being issued warrants to subscribe for ordinary shares, which could raise up ...
March 19, 2012
LONDON, 19 March, 2012 — Covington & Burling LLP received 46 individual mentions and 20 practice mentions in the Chambers Global 2012 edition. The guidebook, which ranks lawyers globally by pan-regional and country practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. The Covington lawyers ...
Covington Advises IMS in Acquisition of HedgeOp
February 23, 2012
LONDON, 23 February, 2012 — Covington & Burling LLP represented IMS Consulting Group Limited in its agreement to acquire HedgeOp Compliance, LLC. HedgeOp is the leading provider of specialised compliance software and consulting services for investment advisers in the United States. IMS is a leading European governance, risk and compliance services group. The ...
Covington Advises SandRidge in $1.275 Billion Acquisition of Dynamic Offshore Resources and Related Financing
February 1, 2012
New York, February 1, 2012 — Covington & Burling advised SandRidge Energy, Inc. on its announced acquisition of Dynamic Offshore Resources, LLC for $1.275 billion in cash and stock. Under the agreement, SandRidge will pay about $680 million in cash and approximately 74 million shares of SandRidge common stock valued at $8.02 per share. Covington also advised ...
January 24, 2012
WASHINGTON, DC, January 24, 2012 — Covington & Burling LLP represented ChemGen Corp. in its definitive merger agreement with Eli Lilly and Company. Upon closing of the transaction, ChemGen will become a wholly-owned subsidiary of Eli Lilly and an operating unit of Elanco, the animal health division of Eli Lilly. ChemGen, headquartered in Gaithersburg, ...
Covington Advises NFL on Major Network TV Deal
December 15, 2011
WASHINGTON, DC, December 15, 2011 — Covington advised the National Football League in negotiating nine-year extensions of its Sunday broadcast television packages with CBS, FOX and NBC networks. The NFL owners voted to approve the package of TV deals with FOX, CBS and NBC on Wednesday. The new agreements, announced yesterday, run through the 2022 season, and ...
November 30, 2011
WASHINGTON, DC, November 30, 2011 — Washingtonian magazine has named 34 Covington & Burling attorneys as “Best Lawyers” in its December issue. The biennial list, compiled by the magazine’s editorial staff, identifies leading lawyers in the Washington area. Of the approximately 800 “Best Lawyers” identified in the issue, Washingtonian included profiles of 31 ...
November 28, 2011
NEW YORK, November 28, 2011 — Covington & Burling represented Resource Capital Corp. (NYSE: RSO) in the restructuring of its investment in Leaf Commercial Capital, Inc. (LEAF), a commercial finance joint venture in which RSO has a substantial interest. The restructuring of RSO’s investment was undertaken in connection with a growth equity investment of $50 ...
November 10, 2011
WASHINGTON, DC, November 10, 2011 — Covington & Burling represented Salix Pharmaceuticals, Ltd. in its agreement to acquire Oceana Therapeutics, Inc., a privately held global provider of gastroenterology and urology therapeutics, for $300 million in cash. “The acquisition of Oceana expands our product portfolio of innovative products, furthers the ...
November 2, 2011
SAN FRANCISCO, November 2, 2011 — Covington & Burling LLP represented Microsoft Corporation in the sale of its minority interest in ContentGuard Holdings, Inc. to Pendrell Technologies LLC. ContentGuard, based in El Segundo, Calif., is a leading inventor, developer and licensor of digital rights management (DRM) and related content distribution patents and ...
U.S. News-Best Lawyers Awards Covington ‘Law Firm of the Year’ in FDA Law and 82 First-Tier Practice Rankings
November 1, 2011
WASHINGTON, DC, November 1, 2011 — For the second consecutive year, U.S. News-Best Lawyers awarded Covington & Burling the most first-tier practice rankings for Washington, DC in the “Best Law Firms” survey. The 2011-12 survey also awarded the firm 82 first-tier practice rankings, placing Covington among the top 20 firms nationwide. Additionally, U.S. ...
September 27, 2011
NEW YORK, September 27, 2011 — Twenty Covington & Burling LLP lawyers are recognized in the 2011 edition of New York Super Lawyers. The annual list by Super Lawyers selects only five percent of the total lawyers in the state based upon peer review and the publication’s independent research. Sixteen Covington lawyers were named New York Super Lawyers: Jack ...
Covington Advises NFL in its Eight-Year Extension of Monday Night Football Rights with ESPN
September 9, 2011
WASHINGTON, DC, September 9, 2011 — The National Football League has announced that it has entered into a new eight-year agreement with ESPN providing for Monday Night Football, the most successful series in sports media history, to remain on ESPN through the 2021 NFL season. The broad multiplatform agreement, which begins in 2014, includes eight full seasons of ...
September 7, 2011
WASHINGTON, DC, September 7, 2011 — Covington & Burling LLP lawyers received 184 individual mentions in 56 areas of law in the 2012 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: ...
Covington Advises Microsoft in Standards-Essential Wireless Patents Portfolio Transaction with MOSAID and Nokia
September 2, 2011
SAN FRANCISCO, September 2, 2011 — Covington & Burling LLP represented Microsoft Corp. in a patent monetization transaction involving the acquisition by MOSAID Technologies Incorporated of Core Wireless Licensing S.a.r.l., a Luxembourg company that holds a portfolio of 400 patent families, consisting of approximately 2,000 wireless patents and patent ...
August 31, 2011
NEW YORK, August 31, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported today that it has entered into a definitive agreement to sell the drilling products business of its recently acquired LeTourneau Technologies, Inc. to Cameron International Corporation (NYSE: CAM) for $375 million in cash, subject to ...
Covington Advises SandRidge on Royalty Trust Offering
August 16, 2011
WASHINGTON, DC, August 16, 2011 — SandRidge Permian Trust recently announced the closing of its initial public offering of 34.5 million common units of beneficial interest at a price of $18 per unit. Net proceeds of the offering, before expenses, were approximately $584 million. The common units sold in the offering represent a 66 percent beneficial interest ...
July 22, 2011
NEW YORK, July 22, 2011 — Bristol-Myers Squibb Company and Amira Pharmaceuticals, Inc., have reported that the companies have signed a definitive agreement under which Bristol-Myers Squibb will acquire privately held Amira Pharmaceuticals. Covington & Burling LLP represented Bristol-Myers Squibb in the transaction. Under the terms of the agreement, ...
July 15, 2011
WASHINGTON, DC, July 15, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported yesterday that it has signed a definitive agreement to acquire approximately 41 percent of the outstanding common stock of International Mining Machinery Holdings Ltd. (IMM), a Hong Kong listed designer and manufacturer of ...
July 11, 2011, Covington E-Alert
July 5, 2011
NEW YORK, July 5, 2011 — Covington & Burling LLP represented Microsoft Corp. in the $4.5 billion winning bid in the auction of Nortel Networks Corporation’s 6000 patents and patent applications. A consortium of Microsoft and several other technology companies will share Nortel’s 4G wireless, data networking, optical, voice, Internet, service provider, ...
June 29, 2011
WASHINGTON, DC, June 29, 2011 — Covington & Burling LLP represented National Geographic Society in its agreement with Cengage Learning to sell its digital and print school publishing unit and to extend additional rights to use the National Geographic brand in higher education and library markets worldwide. National Geographic’s school publishing unit includes ...
June 10, 2011
WASHINGTON, DC, June 10, 2011 — Covington & Burling LLP received 123 individual mentions and 45 practice mentions in Chambers USA 2011. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
June 9, 2011
WASHINGTON, DC, June 10, 2011 — Covington & Burling LLP received 92 individual mentions and 32 practice mentions in the Legal 500 US 2011 edition. Legal 500 reviews the strengths and strategies of law firms in more than 90 countries in Europe, the Middle East, Asia, North and South America, and the Caribbean. Here are the Covington lawyers and practices ...
April 21, 2011
NEW YORK, April 21, 2011 — The Goodyear Tire & Rubber Company has announced that it has amended and restated its European revolving credit facility and closed an offering of €250 million of 6 3/4 percent Senior Notes due 2019 by its European subsidiary, Goodyear Dunlop Tires Europe B.V. Changes to the European credit facility include the extension of the ...
April 15, 2011, Covington E-Alert
April 6, 2011
NEW YORK, April 6, 2011 — Covington & Burling LLP represented The Goodyear Tire & Rubber Company in its $500 million registered underwritten offering of 5.875 percent Mandatory Convertible Preferred Stock, which closed on March 31, 2011. Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citi and Credit Agricole Securities (USA) Inc. served as joint book-running ...
January 11, 2011
NEW YORK, January 11, 2011 — Scout Partners LLC has announced that it has made a growth capital investment in The Hinckley Company. Terms of the transaction, which closed on December 30, 2010, were not disclosed. Covington & Burling LLP advised Scout Partners on the deal. Scout Partners, a partnership between David Howe and Peterson Capital LLC, was created ...
1/6/2011
NEW YORK, January 6, 2011 — Charlesbank Capital Partners has announced that it has acquired Peacock Engineering Company, LLC, a leading provider of outsourced food packaging and supply chain management services to many of the nation’s largest branded consumer products companies, from Behrman Capital. The terms of the transaction, which closed on December 21, ...
Covington Advises Atlas Pipeline Holdings L.P. in Acquisition of Upstream Oil & Gas Assets from Atlas Energy, Inc.
November 9, 2010
NEW YORK, November 9, 2010 — Atlas Pipeline Holdings L.P. and Atlas Energy, Inc. announced today that they have entered into an agreement for Atlas Holdings to acquire from its parent, Atlas Energy, all of Atlas Energy’s partnership management business and certain producing oil & gas assets for total consideration of $250 million, consisting of $220 million in ...
October 25, 2010
NEW YORK, October 25, 2010 — Kadmon Pharmaceuticals announced today that it has acquired Three Rivers Pharmaceuticals, a privately held specialty pharmaceuticals company based in Warrendale, Pennsylvania. Three Rivers will serve as the commercial and operational cornerstone for Kadmon, a privately held biopharmaceutical company based in New York City. Terms of ...
October 12, 2010
NEW YORK, October 12, 2010 — King Pharmaceuticals and Pfizer announced today that they have entered into an agreement for Pfizer to acquire all of the outstanding stock and stock equivalents of King for $14.25 in cash per share, or aggregate consideration of $3.6 billion. Covington & Burling LLP advised King on the transaction. King is a vertically integrated ...
Covington’s International Tax Practice Adds Baca
September 30, 2010
WASHINGTON, DC, September 30, 2010 — Covington & Burling LLP is pleased to announce that Kurt Baca has joined the firm’s tax practice as of counsel. He will be resident in the firm’s Washington office. Mr. Baca’s practice focuses on the federal income taxation of domestic and international financing transactions and financial instruments, including investment ...
September 29, 2010, Covington E-Alert
September 21, 2010
NEW YORK, September 21, 2010 — Prestige Brands Holdings, Inc. has announced that it has entered into a definitive agreement to acquire 100% of the stock of Blacksmith Brands Holdings, Inc., a portfolio company of Charlesbank Capital Partners, for $190 million in cash. Covington & Burling LLP advised Charlesbank on the transaction, which is expected to close in ...
September 16, 2010
WASHINGTON, DC, September 16, 2010 — Covington & Burling LLP is pleased to announce that Rob Culbertson, former Associate Chief Counsel (International) for the Internal Revenue Service, has joined the firm as a partner. Mr. Culbertson will practice in the tax group, with a focus on international tax matters. He will be resident in Covington’s Washington office. ...
August 6, 2010
WASHINGTON, DC, August 6, 2010 — Covington & Burling LLP received 138 individual mentions in 40 areas of law in the 2011 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...
August 2, 2010
WASHINGTON, DC, August 2, 2010 — The Washington Post Company has today announced its agreement to sell Newsweek to a company owned by Dr. Sidney Harman, the founder and chairman emeritus of Harman International. Covington & Burling LLP advised The Washington Post Company on the transaction. The terms of the sale have not been announced. The Washington and New ...
Covington Advises SandRidge Energy on Closing of Merger with Arena Resources, Creating a $6.2 Billion Company
July 20, 2010
NEW YORK, July 20, 2010 — SandRidge Energy, Inc. has completed its acquisition of Arena Resources, Inc., creating a combined company with an enterprise value of approximately $6.2 billion. Covington & Burling LLP advised SandRidge Energy on the transaction. The merger closed on July 16 following special meetings of the stockholders of each company. The ...
July 15, 2010
WASHINGTON, DC, July 15, 2010 — Covington & Burling LLP is pleased to announce the signing of a Purchase Agreement for the sale of the Golden State Warriors, the NBA franchise based in Oakland, California, to an investor group led by Kleiner Perkins Caufield & Byers Managing Partner Joe Lacob and Mandalay Entertainment Group Chairman Peter Guber. The sale price ...
June 30, 2010, Covington E-Alert
June 25, 2010
NEW YORK, June 25, 2010 — Gilead Sciences, Inc. and CGI Pharmaceuticals, Inc. today announced the signing of a definitive agreement pursuant to which Gilead will acquire CGI. Under the terms of the agreement, Gilead will acquire CGI for up to $120 million, the majority as an upfront payment and the remaining based on clinical development progress. Covington & ...
June 23, 2010
WASHINGTON, DC, June 23, 2010 — Covington & Burling LLP received 85 individual mentions and 23 practice mentions in the Legal 500 US 2010 edition. Legal 500 reviews the strengths and strategies of law firms in more than 90 countries in Europe, the Middle East, Asia, North and South America, and the Caribbean. Here are the Covington lawyers and practices ...
June 17, 2010
WASHINGTON, DC, June 17, 2010 — Arginetix, Inc. and Immune Control Inc. today announced their merger to form Corridor Pharmaceuticals, Inc., which will develop novel treatments for vascular diseases with an initial focus on pulmonary arterial hypertension (PAH). Corridor, which will be based in Baltimore, Maryland, will develop treatments based on the ...
June 16, 2010
WASHINGTON, DC, June 16, 2010 — Covington & Burling LLP received 112 individual mentions and 44 practice mentions in Chambers USA 2010. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
Covington Advises Charlesbank Capital Partners on Recapitalization of Cedar Creek Lumber
May 21, 2010
NEW YORK, May 21, 2010 — Charlesbank Capital Partners, LLC and Cedar Creek Lumber have announced a recapitalization whereby Charlesbank will acquire majority ownership of Cedar Creek. The transaction, which is structured as an asset purchase, will provide the Cedar Creek business with capital to grow organically and expand within the wholesale building materials ...
May 20, 2010, Covington E-Alert
April 12, 2010
WASHINGTON, DC, April 12, 2010 — LIN TV Corp., a local television and multimedia company, has announced the private placement by its wholly owned subsidiary, LIN Television Corporation, of $200 million of its 8 3/8% Senior Notes due 2018 (the “Notes”). Net proceeds from the sale of the Notes are expected to be used to repay outstanding amounts under LIN ...
Scott Smith Named Am Law’s ‘Dealmaker of the Week’
April 12, 2010
NEW YORK, April 12, 2010 — Covington & Burling LLP’s Scott Smith has been named “Dealmaker of the Week” by The Am Law Daily. Mr. Smith, chair of the firm’s M&A and private equity practices, was recognized for advising SandRidge Energy in its acquisition of Arena Resources, a deal that was announced April 4. The other members of the New York and Washington ...
Covington Advises CVG in Merger with Integral Systems
March 15, 2010
WASHINGTON, DC, March 15, 2010 — CVG, Incorporated (“CVG”) has announced its merger with Integral Systems, Inc. in a deal valued at $34.675 million. Covington & Burling LLP advised CVG on the transaction. CVG and its subsidiary, Avtec systems, Inc., based in Chantilly, Virginia, provide secure satellite-based communication solutions to government and commercial ...
Covington Advises Financial Federal Corporation on $738M Merger with People’s United Financial
2/22/2010
NEW YORK, February 22, 2010 — Financial Federal Corporation and People’s United Financial, Inc. have completed the merger of Financial Federal with People’s United in a transaction valued at approximately $738 million. Covington & Burling LLP advised Financial Federal on the transaction. Financial Federal is a financial services company providing collateralized ...
December 16, 2009
WASHINGTON, DC, December 16, 2009 — SandRidge Energy, Inc. has announced the pricing of its private placement of $450 million of 8 3/4% Senior Notes due in 2020. Covington & Burling LLP advised SandRidge on the transaction, as well as the recently announced sales of the company’s preferred and common stock. SandRidge Energy is a natural gas and crude oil ...
12/2/2009
WASHINGTON, DC, December 2, 2009 — SandRidge Energy, Inc. has announced that it is selling shares of its preferred and common stock in connection with the planned acquisition of Forest Oil Corporation’s oil and gas properties in the Permian Basin of Texas. Covington & Burling LLP advised SandRidge on the stock transactions. SandRidge Energy is a natural gas and ...
Washingtonian Names 25 Covington Attorneys ‘Top Lawyers’
11/23/2009
WASHINGTON, DC, November 23, 2009 — Twenty-five Covington & Burling LLP attorneys are recognized as “Top Lawyers” in the December issue of Washingtonian magazine. The list, compiled by the magazine’s editorial staff, identifies leading lawyers in the Washington area. Of the “Top Lawyers,” Washingtonian identified 30 as “stars of the bar.” Among them is Michael ...
Covington Advises Boehringer Ingelheim on Acquisition of Animal Health Assets from Pfizer and Wyeth
9/24/2009
NEW YORK, September 24, 2009 — Boehringer Ingelheim, and its US animal health business Boehringer Ingelheim Vetmedica, Inc., has entered into an agreement with Pfizer to acquire certain assets of Wyeth’s Fort Dodge Animal Health business upon the closing of the global Pfizer-Wyeth merger. Covington & Burling LLP represented Boehringer Ingelheim on the ...
August 18, 2009, Covington E-Alert
August 7, 2009
WASHINGTON, DC, August 7, 2009 — Covington & Burling LLP received 131 individual mentions in 38 areas of law in the 2010 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...
Covington Advises Energy Conversion Devices on Acquisition of Solar Integrated Technologies
7/22/2009
WASHINGTON, DC, July 22, 2009 — Energy Conversion Devices, Inc. (ECD), a NASDAQ-listed leading global manufacturer of thin-film flexible solar laminate products for the building integrated and commercial rooftop markets, and Solar Integrated Technologies, Inc. (SIT), an AIM-listed leading provider of building integrated photovoltaic roofing systems, today ...
7/22/2009
NEW YORK, NY, July 22, 2009 — Medarex and Bristol-Myers Squibb announced today that Bristol-Myers Squibb entered into an agreement for Bristol-Myers Squibb to acquire all of the outstanding stock and stock equivalents of Medarex for $16.00 in cash per share, or aggregate consideration of $2.4 billion. Covington & Burling LLP advised Medarex on the ...
July 16, 2009
NEW YORK, NY, July 16, 2009 — Snow Phipps Group, LLC, a private equity firm, announced on July 7 that it had completed the acquisition of ITS Holding Company (ITSolutions), a leading information technology services provider to US government civilian, national security, and intelligence agencies, along with Mr. Stefan Lalos, co-founder and CEO of ITSolutions. ...
June 12, 2009
WASHINGTON, DC, June 12, 2009 — Covington & Burling LLP received 100 individual mentions and 40 practice mentions in Chambers USA 2009. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
3/4/2009
NEW YORK, NY, March 4, 2009 — PhotoMedex, Inc. announced the completion of its acquisition of Photo Therapeutics Limited. PhotoMedex financed the acquisition through a convertible debt investment in PhotoMedex by Perseus Partners VII, L.P., an investment fund managed by Perseus, L.L.C. Covington & Burling LLP advised Perseus on the transaction. Perseus, L.L.C. ...
10/29/2008
LONDON, October 29, 2008 — MPS Global, LLC, a US-based provider of high-tech engineering, design and IT talent, has acquired UK-based Talascend Group. The Talascend business includes EPCglobal, an international engineering staffing company, which operates exclusively in the engineering and construction industries in the UK, the US, India and Abu Dhabi. Covington ...
October 7, 2008, Covington E-Alert
Covington Promotes 12 Lawyers to the Partnership
10/1/2008
WASHINGTON, DC, October 1, 2008 — Covington & Burling LLP today announced that 12 of its lawyers have been elected to the firm’s partnership. These new partners are resident in four of the firm’s offices and practice in the litigation, corporate/tax, and regulatory fields. Timothy Hester, chair of the firm’s management committee, commented: “These young and ...
September 29, 2008
WASHINGTON, DC, September 29, 2008 — Covington & Burling LLP received 124 individual mentions in 40 areas of law in the 2009 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...
Covington Advises bioMérieux on AviaraDx Acquisition
9/18/2008
SAN FRANCISCO, CA, September 18, 2008 — BioMérieux announced that it has signed an agreement to acquire privately held AviaraDx, Inc. for $60 million. BioMérieux plans to keep AviaraDx as an independent legal entity called bioTheranostics, Inc. Covington & Burling LLP advised bioMérieux on the transaction. BioMérieux, based in France, specializes in the in ...
8/7/2008
WASHINGTON, DC, August 7, 2008 — On August 5, Intercell AG completed its acquisition of Iomai Corporation (now known as Intercell USA, Inc.) in a deal that will create a leading traveler’s vaccine portfolio. Covington & Burling LLP advised Intercell on the transaction. Intercell is a growing biotechnology company which focuses on the design and development of ...
Covington Adds Two Partners to Washington Tax Group
7/15/2008
WASHINGTON, DC, July 15, 2008 — Covington & Burling LLP is pleased to announce that Sam Maruca and Dan Luchsinger have joined the firm as tax partners. Both will reside in the firm’s Washington office. Reeves Westbrook, chair of Covington’s tax practice, commented: “Sam and Dan are top-flight international tax lawyers. Sam’s exceptional experience in managing ...
Covington Advises Coty on Deal with Church & Dwight
7/9/2008
NEW YORK, NY, July 9, 2008 — Coty Inc. has completed its previously announced sale of the Orajel brand and other brands of Del Pharmaceuticals to Church & Dwight Co., Inc. for $380 million in cash. Covington & Burling LLP advised Coty on the transaction. Coty is the world’s largest fragrance company with annual sales in excess of $3.5 billion. Church & Dwight ...
June 16, 2008
WASHINGTON, DC, June 16, 2008 — Covington & Burling LLP received 81 individual mentions and 45 practice mentions in the newly released 2008 Chambers USA. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington ...
Covington Advises Encysive on Pfizer Deal
2/21/2008
WASHINGTON, DC, February 21, 2008 — Encysive Pharmaceuticals Inc. announced yesterday that it has entered into an agreement to be acquired by Pfizer Inc. Under the terms of the agreement, Pfizer will make a cash tender offer for all issued and outstanding shares of Encysive for $2.35 per share, representing an equity value of approximately $195 million. ...
2/1/2008
SAN FRANCISCO, CA, February 2, 2008 — Covington & Burling LLP advised Schwab Performance Technologies in its acquisition of RIA back office outsourcing provider Etelligent Consulting, Inc. Financial terms of the transaction have not been disclosed. Founded in 1985, Schwab Performance Technologies is a subsidiary of The Charles Schwab Corporation and a leading ...
1/28/2008
WASHINGTON, DC, January 28, 2008 — LX Networks LLC, a leading producer of local television and broadband video programming under the LX.TV name, has been acquired by the NBC Local Media Division of NBC Universal. The announcement was made today. Covington & Burling LLP advised LX Networks in the deal. Founded in 2006 and based in New York, LX’s programming ...
1/8/2008
WASHINGTON, DC, January 8, 2008 — Joy Global Inc., a worldwide leader in high-productivity mining solutions, reported today that it has signed a definitive agreement to acquire 100% of the stock of NES Investment, Co., the parent holding company of Continental Global Inc. Continental designs, manufactures, installs and services highly engineered bulk material ...
1/2/2008
NEW YORK, NY, January 2, 2008 — Coty Inc. has completed its acquisition of DLI Holding Corp., the parent company of Del Laboratories, Inc., one of the leading manufacturers of nail care, cosmetics, personal care, and OTC products. Covington & Burling LLP advised Coty on the transaction.Coty Inc. is the world’s largest fragrance company and a recognized leader in ...
11/01/2007
NEW YORK, NY, November 1, 2007 — Mainfreight Limited has completed its acquisition of AMEX-listed Target Logistics, Inc. in an all-cash transaction. Covington & Burling LLP advised Mainfreight on the transaction. Mainfreight is a global supply chain logistics provider with approximately 3,000 team members based in operations in New Zealand, Australia, Asia, and ...
10/30/2007
NEW YORK, NY, October 30, 2007 — Fiber Composites has completed its previously announced acquisition of Louisiana-Pacific Corporation’s (LP’s) WeatherBest decking and railing business and manufacturing and distribution facility in Meridian, Idaho. Covington & Burling LLP advised Fiber Composites on the transaction. Fiber Composites is a leading manufacturer of ...
Covington Elects Six New Partners
10/1/2007
WASHINGTON, DC, October 1, 2007 — Covington & Burling LLP announced that six of its associates have been elected to the firm’s partnership, effective today. Stuart Stock, chair of the firm’s management committee, commented, “These six outstanding men and women are representative of Covington’s depth and excellence. We are pleased to welcome them to our ...
Covington Recognized in More than Twenty Practice Areas in Inaugural Edition of Legal 500 US
9/28/2007
WASHINGTON, DC, September 28, 2007 — In its inaugural year, The Legal 500 US has recognized Covington & Burling LLP’s practice excellence in 23 fields. Compiled in four volumes published in 2007, the Legal 500 US singles out the following practices: Broadcasting and Digital Buyouts: sub-$1b Copyright - regional Copyright Litigation - regional Data ...
September 6, 2007
WASHINGTON, DC, September 6, 2007 — Covington & Burling LLP received 115 individual mentions in 38 areas of law in the 2008 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The recipients are as follows: Administrative: E. Edward Bruce and ...
June 18, 2007
WASHINGTON, DC, June 18, 2007 — Covington & Burling LLP received 44 practice mentions and 74 individual mentions in the newly released 2007 Chambers USA guidebook. The 2007 edition of Chambers USA attempts to identify the most skilled legal practitioners throughout the country based on the qualities most valued by clients. Covington attorneys have been ...
4/12/2007
NEW YORK, NY, April 12, 2007 — Boart Longyear Group announced that it has completed its Australian initial public offering for A$2.75 billion, which was Australia’s largest IPO in nine years. The final price of shares was A$1.85. Boart Longyear expects normal trading of its shares to commence on April 16, 2007. Covington & Burling LLP advised the management ...
Covington Announces Ten New Counsel
April 3, 2007
WASHINGTON, DC, April 3, 2007 — Covington & Burling LLP has announced the promotion of four new Of Counsel and six new Special Counsel.The four new Of Counsel are Daniel P. Cooper, Christian Neira, Matthew J. O’Connor, and Kevin J. Shortill.Daniel P. Cooper advises on European privacy and data protection matters, as well as on contentious and non-contentious ...
March 15, 2007
New York, NY, March 15, 2007 — Covington & Burling LLP represented Cowen Capital Partners LLC in its March 8 leveraged recapitalization of Ricerca Biosciences, LLC, including new equity and term facilities approaching US $50 million. Covington has represented Cowen in all of its prior investments in Ricerca Biosciences dating back to 2000.Ricerca Biosciences is ...
March 8, 2007
WASHINGTON, DC, March 8, 2007 — Major League Baseball announced the launch of the MLB Channel today in connection with its seven-year agreement with DIRECTV to carry the MLB EXTRA INNINGS subscription package of out-of-market games. DIRECTV will be a minority partner in the MLB Channel, and will work with MLB to develop the new network. Scheduled to launch in ...
Covington Advises Pfizer in Acquisition of BioRexis
February 1, 2007
NEW YORK, NY, February 1, 2007 — Covington & Burling LLP advised Pfizer in the acquisition of BioRexis, a privately held biopharmaceutical company. The transaction is expected to close in the first or second quarter of 2007. The financial terms of the transaction were not disclosed.BioRexis is developing long-acting GLP-1 receptor agonists for the potential ...
January 17, 2007
NEW YORK, NY, January 17, 2007 — Evraz Group S.A. announced that it successfully completed its tender offer for Oregon Steel Mills, Inc. (NYSE: OS) common stock for $63.25 per share, with approximately 91.5% of the outstanding shares of common stock of Oregon Steel Mills tendered into the offer. The tender offer was the first step of the previously announced ...
January 8, 2007
NEW YORK, NY, January 8, 2007 — Covington & Burling LLP advised Cowen Group, Inc. in the creation of Cowen Healthcare Royalty Partners, a alternative asset management fund, and in the negotiation of employment and equity arrangements with its three principals, Dr. Gregory B. Brown, Todd C. Davis, and Clarke B. Futch, who will execute the initiative.Cowen ...
Covington Advises Abbott Laboratories in $3.7 Billion Acquisition of Kos Pharmaceuticals, Inc.
11/06/2006
NEW YORK, NY, November 6, 2006 — Abbott Laboratories (NYSE: ABT) announced the acquisition of Kos Pharmaceuticals (NASDAQ: KOSP) through a cash tender offer of $78.00 per common share, or $3.7 billion. Covington & Burling LLP represented Abbott in the transaction. Abbott is a global, broad-based health care company devoted to the discovery, development, ...
Covington Advises JLG Industries in $3.2 Billion Merger into Oshkosh Truck Corporation
10/16/2006
WASHINGTON, D.C., October 16, 2006 — The board of directors of JLG Industries, Inc. (NYSE: JLG) has approved an all cash offer of $28.00 per common share to merge with, and become, a subsidiary of Oshkosh Truck Corporation (NYSE: OSK). According to JLG’s press release, the $3.2 billion merger is dependent on the approval of JLG shareholders. The transaction is ...
Covington Advises Hanesbrands in Spin-Off from Sara Lee
9/29/2006
<?xml:namespace prefix="st1"?><st1:state w:st="on">WASHINGTON</st1:state>, D.C., September 29, 2006 — <st1:city w:st="on"><st1:place w:st="on">Covington</st1:place></st1:city> represented Hanesbrands Inc. in its recent spin-off from the Sara Lee Corporation. Hanesbrands began trading on the New York Stock Exchange under the ticker symbol HBI on September 6. ...
Covington Represents Eisai In $205 Million Acquisition of Four Oncology-Related Products
9/13/2006
WASHINGTON, D.C., September 13, 2006 — Covington represented both Eisai Co., Ltd. and Eisai Inc. in the recent $205 million product acquisition agreement with Ligand Pharmaceuticals. Eisai obtained exclusive global rights to four products, including ONTAK®, Targretin® capsules, Targretin® 1% gel and Panretin® 0.1% gel. This acquisition will help to ...
June 23, 2006
NEW YORK, June 23, 2006 - The board of directors of Kerr-McGee Corp. (NYSE: KMG) has approved an all cash offer of $70.50 per common share to merge into Anadarko Petroleum Corp. (NYSE: APC). According to Kerr-McGee's press release , the $18 billion merger is dependent on the approval of Kerr-McGee stockholders. It is expected to be finalized by the end of ...
June 5, 2006
WASHINGTON, DC, June 5, 2006 - Fifty Covington & Burling lawyers practicing in 27 fields and in each of the firm's US offices were recognized as "leaders in their field" in this year's edition of Chambers USA - America's Leading Business Lawyers. The 2006 edition of Chambers USA, which was released June 2, 2006, attempts to identify the most skilled legal ...
April 20, 2006
LONDON, April 20, 2006 - Covington & Burling has advised Baltic Oil Terminals (Baltic) on its £31.4 million placing and listing on the London Stock Exchange's AIM market. Baltic, a London-based company, has been established to invest in oil infrastructure projects and upstream activities in Russia and other countries in the former Soviet Union.Baltic will raise ...
March 15, 2006
WASHINGTON, D.C., March 15, 2006 - Covington advised the independent directors of Beverly Enterprises, Inc. (BEI) in its $2.2 billion acquisition by Pearl Senior Care, an affiliate of Fillmore Capital Partners, LLC. Pearl Senior Care replaced North American Senior Care (NASC), a company formed by a group of private investors, in November 2005, when NASC could ...
March 15, 2006
WASHINGTON, D.C., March 15, 2006 - Covington advised the independent directors of Beverly Enterprises, Inc. (BEI) in its $2.2 billion acquisition by Pearl Senior Care, an affiliate of Fillmore Capital Partners, LLC. Pearl Senior Care replaced North American Senior Care (NASC), a company formed by a group of private investors, in November 2005, when NASC could ...
Covington Advises Perseus LLC in Workflow Management Inc.'s Acquisition of The Relizon Company
December 22, 2005
NEW YORK, NY, December 22, 2005 - Covington represented Perseus LLC, in Workflow Management Inc.'s acquisition of The Relizon Company. Workflow is a portfolio company of Perseus, a merchant bank and private equity fund management company. Workflow Management Inc. is the parent company of WorkflowOne, United Envelope, and Freedom Graphics. Its acquisition of ...
Covington Advises Kerr-McGee Spin-off, Tronox Inc., in IPO and Related Debt Financings
December 9, 2005
WASHINGTON, D.C., December 9, 2005 - Covington & Burling represented Tronox Inc. in the completion of its initial public offering and related debt financings valued at approximately $800 million. Tronox's IPO involved 17,480,000 shares of its Class A common stock and approximate gross proceeds of $245 million. Covington also advised on related debt ...
December 9, 2005
WASHINGTON, D.C., December 9, 2005 - Covington & Burling advised Charlesbank Capital Partners, LLC, a leading middle-market private equity investment firm, on its acquisition of Zenith Products from Masco Corporation. Zenith is a leading designer and manufacturer of bathroom storage products and accessories for the retail market. The transaction was funded ...
October 27, 2005
WASHINGTON, D.C., October 27, 2005 - Covington & Burling represented JLG Industries, Inc. in its global alliance with Caterpillar Inc., the Illinois-based manufacturer of construction and mining equipment. Under the multi-faceted alliance, JLG will purchase Caterpillar's telehandler assets located principally in Europe and develop and manufacture a full line ...
September 19, 2005
WASHINGTON, D.C., September 19, 2005 - Covington & Burling advised British United Provident Association (BUPA) in its acquisition of AMEDEX Insurance Company, a US-based insurer with headquarters in Miami and operations throughout Latin America and the Caribbean. AMEDEX insures over 100,000 people in 42 countries. The terms of the transaction, which closed ...
September 13, 2005
WASHINGTON, D.C., September 13, 2005 - Forty-six Covington & Burling lawyers practicing in 27 fields were recognized in the 2006 edition of The Best Lawyers in America. The number of Covington lawyers listed increased by over 40% from the last edition. This biennial compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide ...
August 23, 2005
WASHINGTON, D.C., August 23, 2005 - Covington & Burling announced today that Dirk J.J. Suringa has joined the firm's international tax practice as a partner. Mr. Suringa will be resident in the firm's Washington, D.C. office. Mr. Suringa spent three years as Attorney-Advisor in the Department of the Treasury's Office of the International Tax Counsel and has ...
August 22, 2005
NEW YORK, NY, August 22, 2005 — Covington & Burling advised Grupo Editorial Expansión (GEE) and its parent, Grupo Editorial Medcom (Medcom), in connection with the acquisition of GEE by Time, Inc. Financial terms of the transaction were not disclosed. GEE is the premier publisher of high-end consumer and business magazines in Mexico. Its portfolio of 15 titles ...
July 21, 2005
NEW YORK, NY, July 21, 2005 - Covington & Burling advised Emory University in the sale of its emtricitabine royalty interest to Gilead Sciences and Royalty Pharma for $540 million. The royalty interest was sold through means of an auction run by Citigroup Global Markets, financial advisor to Emory University, and is the largest known sale of a royalty stream ...
June 9, 2005, Covington E-Alert
May 20, 2005
WASHINGTON, D.C., May 20, 2005 - Covington & Burling advised Coty Inc. on the acquisition of Unilever's global prestige fragrance business, Unilever Cosmetics International (UCI). According to the terms of the agreement, Coty will purchase the business for $800 million in cash at the closing. Coty Inc. is one of the largest beauty companies in the world, with ...
April 14, 2005
NEW YORK, NY, April 14, 2005 - Kerr-McGee Corporation announced today its intention to repurchase up to $4 billion of common stock through a modified "Dutch Auction" tender offer. Covington advised Kerr-McGee on this matter.Kerr-McGee has also obtained commitments from JP Morgan and Lehman Brothers, Inc., which will be used to finance the tender offer and ...
March 31, 2005
LONDON, UK, March 31, 2005 - International law firm Covington & Burling has advised Pantheon International Participations PLC ("PIP"), an investment trust company and the longest-established private equity fund of funds traded on the London Stock Exchange, on its £87.5 million placing of new redeemable shares by Dresdner Kleinwort Wasserstein Securities with ...
March 17, 2005
WASHINGTON, D.C., March 17, 2005 - Covington & Burling represented JLG Industries, Inc. (NYSE: JLG) in its underwritten offering of 5,750,000 shares of common stock at a price to the public of $21.97 per share. JLG will use a portion of the approximately $120 million in net proceeds to redeem $61.25 million in principal amount of the Company's 8-3/8% Senior ...
Leading Tax Lawyer Bill Chip Joins Covington as Partner
November 11, 2004
WASHINGTON, D.C., November 11, 2004 - Covington & Burling announced today that William W. Chip, a prominent lawyer focusing on international tax and transfer pricing, has joined the firm as a partner. Mr. Chip will be resident in the firm's Washington, D.C. office. Mr. Chip has deep technical and transactional experience deriving from more than twenty-five ...
December 17, 2003
WASHINGTON, D.C., December 17, 2003 - Covington & Burling represented Cysive, Inc. ("Cysive"), a provider of interaction server technology, in its going private transaction that was consummated on December 1, 2003. Cysive was acquired by Snowbird Holdings, Inc. ("Snowbird"), a newly formed entity owned by Nelson A. Carbonell, Jr., Chairman of the Board of ...
October 3, 2002
October 3, 2002 - WASHINGTON, D.C. - Covington & Burling represented privately-held Decision Systems Technologies, Inc. (DSTI), of Rockville, Maryland, an information technology, engineering, and science solutions provider to federal government clients, in its sale to STG, Inc., an information technology, engineering and professional services firm also serving ...
August 21, 2002
August 21, 2002 - WASHINGTON, D.C - Covington & Burling represented Riptech, Inc., a leading provider of scalable, real-time managed security services, in its sale to Symantec, Inc. which was consummated on August 19, 2002. Symantec paid an aggregate of $145 million in cash for privately-held Riptech. The combination of Symantec and Riptech will create a global ...
Covington Represents Aegis Research Corporation in Its Sale to ManTech International Corporation
August 5, 2002
August 5, 2002 - WASHINGTON, D.C. - Covington & Burling represented privately-held Aegis Research Corporation, of Falls Church, Virginia, a leading provider of secrecy, security, intelligence, counterintelligence, computer forensics, intrusion analysis and other enterprise protection strategies and technical services to the national security community, in its ...
June 24, 2002
June 24, 2002, WASHINGTON, D.C. - Covington & Burling today announced that it represented Bacardi Limited and its subsidiaries in their acquisition of trademarks and other intangible and tangible assets from Tequila Cazadores, S.A. de C.V. and its affiliates. A long-term supply agreement for blue agave, the cactus-like plant from which tequila is made, was also ...
June 3, 2002
June 3, 2002 - NEW YORK, NY - Covington & Burling represented USA Interactive (NASDAQ: USAI) in its agreement announced on May 31 to acquire Interval International through the acquisition of its holding company, Interval Acquisition Corp., from Willis Stein & Partners, a Chicago-based private equity investment firm, and other investors. USA Interactive agreed to ...
Covington & Burling Announces New Counsel
May 8, 2002
May 8, 2002 - WASHINGTON, NEW YORK, LONDON & SAN FRANCISCO - Covington & Burling has promoted seven attorneys to counsel positions effective April 1, 2002. The new counsel are Dennis B. Auerbach, Wendy L. Feng, Marie A. Lavalleye, John B. Maclay, Lucinda Osborne, Lisa Peets and Elaine W. Stone. Mr. Auerbach is Of Counsel in the Washington office. His ...
Former Ambassadors Paemen, Eizenstat Named Co-Chairmen of European-American Business Council
March 14, 2002
March 14, 2002 - Washington, D.C. – In a move reflecting the critical juncture the transatlantic business community believes is being faced by the United States and Europe, the European-American Business Council (EABC) board of directors today named internationally respected Stuart Eizenstat, former U.S. ambassador to the European Union, and Hugo Paemen, former ...
January 14, 2002
January 14, 2002 - WASHINGTON, D.C. and NEW YORK, NY - Covington & Burling represented Ocular Networks, Inc., a leading next-generation optical solutions company, in its sale to Tellabs Inc., which was consummated today. Tellabs paid an aggregate of $355 million in cash and stock options for privately-held Ocular Networks. Tellabs will retain Ocular’s Reston, ...
Covington’s tax practice as a whole, and our tax lawyers individually, have been ranked as among the best in the United States and internationally, receiving honors from multiple leading publications.
- Chambers Global (2019) ranked in the tax corporate and finance category.
- Chambers USA (2019) nationally ranked in the tax corporate and finance category and leading DC tax practice.
- Legal 500 US (2017) ranked in Tax: Financial Products, International Tax, and U.S. Taxes (Contentious and Non-contentious) categories.

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